UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

	FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

GREEKTOWN HOLDINGS, L.L.C.
(Exact name of registrant as specified in its charter)


Michigan		20-3579386
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

Commission file number: 000-1432622

555 East Lafayette

Detroit, Michigan 48226

(Address of principal executive offices and zip code)

(313) 223-2999

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

Preferred Stock, par value $0.01 per share

Warrants

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ 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 x No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes ☐ 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 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 ☐	Smaller reporting company ☒
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☒ No ☐


TABLE OF CONTENTS
			Page

PART I
ITEM 1. Business			4
ITEM 1A. Risk Factors			15
ITEM 1B. Unresolved Staff Comments			24
ITEM 2. Properties			24
ITEM 3. Legal Proceedings			24
ITEM 4. [Reserved]			24

PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			25
ITEM 6. Selected Financial Data			26
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk			49
ITEM 8. Financial Statements and Supplementary Data			50
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			75
ITEM 9A. Controls and Procedures			75
ITEM 9B. Other Information			75

PART III
ITEM 10. Directors, Executive Officers and Corporate Governance			75
ITEM 11. Executive Compensation			75
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters			76
ITEM 13. Certain Relationships and Related Transactions, and Director Independence			76
ITEM 14. Principal Accountant Fees and Services			76

PART IV
ITEM 15. Exhibits and Financial Statement Schedule			76 & 78

Signatures			77 & 79-82

Disclosure Regarding Forward-Looking Statements

This report contains statements that we believe are, or may be considered to be, “forward-looking statements.” All statements other than statements of historical fact included in this report regarding the prospects of our industry or our prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plan,” “forecast,” “continue” or “could” or the negative of these terms or variations of them or similar terms. Furthermore, forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this report, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.

PART I

ITEM 1. BUSINESS

Background

Greektown Holdings, L.L.C is the successor by merger to Greektown Superholdings, Inc.

Greektown Holdings, L.L.C. ("Greektown Holdings," and together with its wholly-owned subsidiaries "we," "our," "us," or the "Company," unless otherwise required) was formed in September 2005 as a limited liability company. Greektown Holdings owns Greektown Casino L.L.C. ("Greektown LLC"), which is engaged in the operation of a hotel and casino gaming facility known as Greektown Casino-Hotel ("Greektown Casino") located in downtown Detroit. Greektown Casino opened November 10, 2000 under a license granted by the Michigan Gaming Control Board ("MGCB") and a development agreement with the city of Detroit (the "Development Agreement").

Greektown Superholdings, Inc. (“Greektown Superholdings”) was incorporated under the laws of the state of Delaware on March 17, 2010. On June 30, 2010, each of Greektown Superholdings and its wholly-owned subsidiary, Greektown Newco Sub, Inc. (the “Newco Sub”), held 50% of the outstanding membership interests of Greektown Holdings. Greektown Superholdings was a holding company that had no other operating assets.

Between April 2013 and June 2013, Athens Acquisition LLC (“Athens”), a company owned by Daniel Gilbert, acquired from shareholders of Greektown Superholdings securities representing an aggregate of 97.6% of voting power of all securities of Greektown Superholdings.

In December 2013, Greektown Superholdings was restructured upon the consummation of the following events: (i) a "reverse stock split," upon which Athens cashed out the remaining shareholders of Greektown Superholdings and therefore took Greektown Superholdings private; (ii) assumption of Greektown Mothership Corporation ("Greektown Mothership"), a Delaware corporation formed in October 2013, of the obligations and rights as a co-issuer of the outstanding Senior Secured Notes; (iii) merger of Greektown Newco Sub., Inc., a wholly owned subsidiary of Greektown Superholdings, with Greektown Superholdings as the surviving entity; (iv) merger of Greektown Superholdings with and into its wholly owned subsidiary, Greektown Holdings, with Greektown Holdings as the surviving entity; and (v) insertion of Greektown Mothership, LLC, a subsidiary of Athens, into the corporate structure as the parent of Greektown Holdings.

Business Overview

We own and operate Greektown Casino which opened in November 2000 within the historic Greektown district of downtown Detroit. Greektown Casino is one of only three commercial casinos licensed to operate in the state of Michigan. Greektown Casino offers a full range of gaming, dining and entertainment alternatives, including:

●	approximately 100,000 square-feet of gaming space with approximately 2,850 slot machines and approximately 63 table games, including a 12,500 square-foot salon dedicated to high-limit gaming, and a live poker room;

●	approximately 3,709 attached parking spaces, including 899 parking spaces for valet parking services, and 1,750 unattached parking spaces;

●	approximately 10,000 square feet of convention space;

●	a 400-room hotel;

●	several restaurants and food outlets on the gaming floor; and

●	multiple bars and entertainment facilities.

Access to Greektown Casino is facilitated by a nearby off-ramp from Interstate 375 and several interstate highways passing through the downtown of the city of Detroit. Our players club, known as “Club Greektown,” is a membership/loyalty program that attracts customers by offering incentives to frequent casino visitors. As of December 31, 2013, we had approximately 1.7 million people in our database for Club Greektown. The gaming market in the Detroit area, which consists of three commercial casinos in Michigan (the “Detroit Commercial Casinos”), together with the commercial casino in Windsor, Ontario (the “Metro Detroit Gaming Market”) is primarily a “drive-to” gaming market, with over 95% of our patrons residing within 100 miles of Greektown Casino.

We have initiated strategic plans to renovate and reposition Greektown as a first class gaming property designed to grow the market and our share of it. Our strategic plans encompass operational efficiencies and facility improvements, which we believe will translate into increased revenue, operating margins and cash flow. Our new senior management team has identified and initiated several revenue generating and cost-saving programs, including improving our IT, management and other back office systems while revamping our customer service, marketing and players club programs. We believe these initiatives will not only improve our margins but will also lay the groundwork for a strong operating model for our business. Through our physical renovation plan, we are planning to create a more open, spacious and inviting atmosphere as well as enhance our gaming offering, which we believe will enable us to attract new patrons and drive increased customer loyalty. These investments are expected to cost $125.0 million to $150.0 million. We plan to begin construction in the second half of 2014 and expect to complete the renovation within 24 months of commencement.

Marketing

Advertising efforts include casino, food, and beverage promotions, and hotel packages. These efforts are complemented by extensive database marketing, to drive loyalty from our Club Greektown members. Efforts also include property enhancements that are designed to encourage existing patrons to frequent our property, while attracting new patrons to our property. The goals of all our efforts are designed to increase customer loyalty, and increase visits from the casual customer who is in the Greektown district for dining, entertainment and sporting events.

Competition

The Detroit Commercial Casinos are the only three commercial casinos in the state of Michigan and consist of Greektown Casino, MGM Grand Detroit (“MGM Detroit”) and MotorCity Casino (“MotorCity”) (the”Detroit Commercial Casinos”). An additional competitor, Caesars Windsor, is located across the Detroit River in Canada. Caesars Windsor is owned by the Ontario government and is accessible from Detroit via bridge or tunnel. Collectively, the three Detroit Commercial Casinos and Caesars Windsor make up the Metro Detroit Gaming Market.

The gaming market in the state of Michigan, which contains both commercial and tribal casinos, consists of the Detroit Commercial Casinos and twenty-three Native American-owned gaming facilities that operate under compacts. Four race tracks are also located in the state of Michigan, each of which offers horse betting, but are not authorized to offer slot machine or table gaming. There is also a race track in Windsor that is not authorized to offer slot machines or table games.

In addition to the Metro Detroit Gaming Market, the state of Ohio opened four commercial casinos in 2012 and 2013, which include the Horseshoe Casino in Cleveland, Hollywood Casino in Toledo, Hollywood Casino in Columbus, and Horseshoe Casino in Cincinnati. In addition, three race tracks in Ohio opened during 2013, all offering slot machines.

Overview of direct competition

The direct competitors of Greektown Casino are the two other Detroit Commercial Casinos and Caesars Windsor. The Detroit Commercial Casinos operate as commercial entities under the Michigan Gaming Control & Revenue Act and Administrative Rules – promulgated 1998 & amended 2008 (the “Michigan Gaming Act”). The Detroit Commercial Casinos are licensed to offer gaming, with no specific limit on the number of gaming positions that they may operate within their authorized gaming square footage. MGM Detroit, MotorCity and Caesars Windsor may each have greater name recognition and financial, marketing and other resources than Greektown Casino. For instance, MGM Detroit benefits from the use of a national player database. Caesars Windsor is managed by a consortium that includes Caesars Entertainment, Inc. and Hilton Hotels Corporation, both of which have a national presence.

The table below illustrates Greektown Casino’s percentage of the total adjusted gross gaming revenues of the Detroit Commercial Casinos for years ended December 31, 2013 and 2012. The total adjusted gross receipts for the Detroit Commercial Casinos decreased approximately 4.7% in 2013. For more information, see Part II Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Year Ended December 31,
	2013			2012
Detroit Commercial Casinos (1)
MGM Detroit		42.0	%		42.7	%
MotorCity		33.7	%		32.4	%
Greektown Casino		24.3	%		24.9	%
Total		100.0	%		100.0	%

(1)	Market share values for the Detroit Commercial Casinos in the above table and elsewhere in this statement were obtained from the MGCB website: http://www.michigan.gov/mgcb.

Below is a more detailed summary of the gaming amenities offered by MGM Detroit, MotorCity and Caesars Windsor.

MGM Detroit. MGM Detroit was the first casino to open in Detroit, in July 1999, and since 2001 has generally been the market leader based on share of adjusted gross gaming revenues. In October 2007, MGM Detroit completed construction of a new, permanent casino. The new facility houses approximately 100,000 square feet of gaming space with an estimated 4,000 slot machines and 100 table games, including poker, 400 hotel rooms, and11 restaurants/bars and entertainment venues. The property also offers a 30,000-square-foot meeting facility, which includes a 14,000-square-foot ballroom. For the year ended December 31, 2013, MGM Detroit’s adjusted gross casino revenues were $566.8 million, representing a 6.3% decrease from the comparable period in the prior year. MGM Resorts International owns a controlling interest in MGM Detroit, with the remaining interest held by Detroit Partners, LLC, a group of local residents and businesses. MGM Detroit benefits from the use of a national player database.

MotorCity. MotorCity was the second casino to open in Detroit, in December 1999, and since 2001 has generally maintained a second-place market position based on share of adjusted gross gaming revenues behind MGM Detroit. In 2008, MotorCity completed its expanded complex. The renovated facility has 100,000 square feet of gaming space with an estimated 3,000 slot machines and 70 table games, including poker, 8 restaurants/bars, three entertainment venues, a 400-room hotel, a spa and a 1,500 seat theater. For the year ended December 31, 2013, MotorCity’s adjusted gross casino revenues were $454.3 million, representing a 1.2% decrease from the comparable period in the prior year. The facility is privately owned by its sole stockholder, Marian Ilitch.

Caesars Windsor. Caesars Windsor opened in May 1994. Caesars Windsor is the largest casino-resort in Canada and is owned by the government of Ontario and operated by a consortium that includes Caesars Entertainment, Inc. and Hilton Hotels Corporation. At its peak in the late 1990s, the casino attracted in excess of six million visitors annually. In 2008, Caesars Windsor completed an expansion of its casino costing approximately CAD $400 million, which resulted in a complex of approximately 100,000 square feet of gaming space, 90 table games, including poker, 2,500 slot machines and 3,000 parking spaces. Caesars Windsor also offers 758 hotel rooms, a 5,000 seat entertainment center and approximately 100,000 square feet of convention space. Caesars Windsor’s adjusted gross gaming revenues for the year ended December 31, 2013 were not publicly available prior to the issuance of this report.

Ohio Casinos

On November 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino in Toledo and Horseshoe Casino in Cleveland opened in May 2012. Hollywood Casino in Columbus opened in October 2012. Horseshoe Casino in Cincinnati opened in March 2013. The Toledo, Cleveland, Columbus, and Cincinnati casinos are approximately 60 miles, 180 miles, 210, and 260 miles from the city of Detroit, respectively. Below is a more detailed summary of amenities offered by Horseshoe Cleveland, Hollywood Toledo, Hollywood Columbus, and Horseshoe Cincinnati.

Horseshoe Cleveland. Horseshoe Cleveland was the first casino to open in Ohio, in May 2012. The new smoke-free facility has approximately: 96,000 square feet of gaming space; 1,800 slot machines; 119 table games, including poker and 4 restaurants. For the year ended December 31, 2013, Horseshoe Cleveland’s reported adjusted gross revenues were $242.6 million. Rock Ohio Caesars, a joint venture between Caesars Entertainment and Rock Gaming, owns and operates Horseshoe Cleveland. Rock Gaming is controlled by Daniel Gilbert, and is therefore an affiliate of the Company.

Hollywood Toledo. Hollywood Toledo was the second casino to open in Ohio, in May 2012. The new smoke-free facility has approximately: 125,000 square feet of gaming space; 2,000 slot machines; 60 table games including a 20-table poker room, 4 restaurants and 2,450 parking spaces. For the year ended December 31, 2013, Hollywood Toledo’s reported adjusted gross revenues were $183.4 million. Penn National Gaming owns and operates Hollywood Toledo.

Hollywood Columbus. Hollywood Columbus opened in Columbus in October 2012. The new smoke-free facility has approximately: 160,000 square feet of gaming space; 2,500 slot machines; 79 table games; 36 tables of live poker; 4 restaurants and 3,700 parking spaces. For the year ended December 31, 2013, Hollywood Columbus’s reported adjusted gross revenues were $210.8 million. Penn National Gaming owns and operates Hollywood Columbus.

Horseshoe Cincinnati. Horseshoe Cincinnati. Horseshoe Cincinnati opened in Cincinnati in March 2013. The new smoke-free facility has approximately: 100,000 square feet of gaming space; 2,000 slot machines; 85 table games; 31 tables of live poker; 5 restaurants and 2,500 parking spaces. For the partial year ended December 31, 2013, Horseshoe Cincinnati's reported adjusted gross revenues were $184.5 million. Rock Ohio Caesars, a joint venture between Caesars Entertainment and Rock Gaming, owns and operates Horseshoe Cincinnati. Rock Gaming is controlled by Daniel Gilbert, and is therefore an affiliate of the Company.

Michigan tribal gaming

Twenty-three Native American-owned casinos are currently operating in western, central and northern Michigan, the closest of which is 113 miles from Greektown Casino. A number of additional Native American casinos are in various stages of the planning process:

●

In 2002, two tribes entered into land settlement agreements with the state of Michigan and both tribes have sought and continue to seek congressional approval of the agreements to take the land into trust for new land-based casinos. One tribe is seeking to locate a casino in Monroe County, Flint, or Romulus, which would be within 20 to 75 miles of Greektown Casino. The other tribe is seeking to locate a casino in Port Huron, which would be within 75 miles of Greektown Casino.

●	Another tribe has been federally recognized and is seeking to enter into a compact with the state of Michigan for a casino in western Michigan.

●

Another tribe re-submitted an application in October 2009 to the U.S. Department of the Interior to construct a $300 million casino development, including a 200 room hotel and retail space, in Romulus, Michigan after having a previous application dismissed in 2008. The proposed development would be within 20 miles of Greektown Casino. In February 2011, the tribe partnered with a developer to again seek Congressional and state approvals to build a casino.

●

Another tribe has publicly announced an agreement with the state of Michigan to amend an existing compact. The amendments to the compact would allow the tribe to seek to place land in trust with the United States Department of Interior to construct a new casino in northern Michigan. Certain proposed amendments to the compact must be approved by the Michigan Legislature and the tribe must submit an application to the United States Department of Interior to place certain land in trust in order to construct the casino in northern Michigan.

●

A tribe has publicly announced its intentions to construct a $245 million casino development in the city of Lansing, Michigan, which would be approximately 90 miles from Greektown Casino. The tribe is required to comply with federal statutory and regulatory requirements, including the Indian Gaming Regulatory Act and the Michigan Indian Land Claim Settlement Act, or seek U.S. Congressional approval before it can operate a casino in Lansing as tribal casinos are generally restricted to their own reservations. In December 2013, the federal court of appeals overturned a preliminary injunction requested by the state of Michigan which prevented the tribe from asking the federal government to put the land in trust for the casino. The decision opens the door for the tribe to ask the federal government to take the land in downtown Lansing into trust for the tribe.

The opening of additional Native American-owned casinos near the city of Detroit or elsewhere in the state of Michigan could have a detrimental effect on Greektown Casino’s revenues.

Proposal 1

In November 2004, Michigan voters passed Proposal 1, which requires a voter referendum before new forms of gambling are permitted within the state of Michigan. This limits the government’s ability to enact changes to the state of Michigan laws permitting incremental forms of gaming within the state of Michigan. Proposal 1 does not apply to tribal gaming or to the Detroit Commercial Casinos, but applies to new lottery games, consisting of table games and player-operated mechanical or electronic devices or other forms of gaming or additional casinos.

Lottery

We also compete with the state of Michigan’s Lottery Division, which offers a variety of lottery tickets and drawings. Additionally, the MGCB began overseeing and licensing charitable gaming for nonprofit organizations throughout the state of Michigan in 2012. In 2004, the state of Michigan also introduced new “Club Games,” including keno and various pull-tab games, in licensed bars and restaurants. Michigan Lottery has recently announced its plans to move forward with offering ticket sales for instant and draw games for purchase on-line and via mobile and tablet applications. These options are expected to be available later this year.

Internet Gaming

The Department of Justice (“DOJ”) under the current federal administration had originally expressed the view that the U.S. Wire Act of 1961 applied to all forms of Internet gambling, and therefore all Internet gambling was illegal under the existing law. However, the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting. The Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law in 2006. The UIGEA attacks the payment mechanisms used to place bets, and pay off winners, through the thousands of offshore online gambling sites currently in operation. The statute makes it illegal for banks, credit card companies or similar institutions to collect on a debt incurred through an online gambling site. However, the UIGEA did not update the federal Wire Act of 1961 to specifically apply to all forms of online gambling. There are ongoing efforts at the federal level to legalize internet gaming, including, but not limited to, internet poker, but no such efforts have yet been successful. Currently, three states have legalized online gambling: Delaware, Nevada and New Jersey. Should online poker or other forms of internet gambling become legal in additional states or throughout the United States, it would increase the level of competition we face.

Other Competition

We also compete, to some extent, with other forms of gaming on both a local and national level, including state of Michigan-sponsored lotteries, Internet gaming, on- and off-track wagering, card parlors, and charity casinos. The expansion of legalized gaming to new jurisdictions throughout the United States has also increased competition and will continue to do so in the future. If gaming facilities in our markets were purchased by entities with more recognized brand names or larger capital resources, or if gaming were legalized in jurisdictions near Greektown Casino where gaming currently is not permitted, we would face additional competition.

Employees and Unions

As of December 31, 2013, we employed approximately 1,824 people, of which approximately 1,422 or 78% are unionized employees, across various functional areas. Our unionized employees are members of two union groups: (i) the Detroit Casino Council (the “DCC”), which is made up of five unions, the UAW, HERE, Teamsters, Carpenters and Operating Engineers, and (ii) the International Union, Security, Police, Fire Professionals of America (the “SPFPA”), which consists of security personnel. The DCC union which represents the majority of our employees ratified a four year labor agreement with Greektown Casino on October 24, 2011. The SPFPA ratified a four year labor agreement with Greektown Casino on June 16, 2012. We consider our relationships with our employees and the labor unions to be good.

Business Seasonality

Our gaming operations are affected by the weather. We have experienced downturns in customer volume during the summer months and increases in volume during winter months, although we do experience lower volume during winter storms and harsh or extreme cold winter weather. These seasonal and adverse weather conditions in the Detroit metropolitan area may discourage potential customers from visiting us. We believe we have also experienced downturns in customer volume as a consequence of nearby road repairs and construction, which generally occur in the spring, summer and fall, as well as during various sporting or entertainment events simultaneously taking place within the downtown area of the city of Detroit.

Environmental Matters

We are subject to federal, state of Michigan and local environmental, safety and health laws, regulations and ordinances that apply to non-gaming businesses generally, such as the Clean Air Act, Clean Water Act, Occupational Safety and Health Act, Oil Pollution Act, Resource Conservation Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980. We have not made, and do not anticipate making, material expenditures with respect to these environmental laws, regulations and ordinances. However, the attendant compliance costs associated with them may result in future additional costs to our operations.

Intellectual Property

We believe it is important to protect our significant trademarks and service marks by registering them for use in connection with the underlying goods and services, as appropriate at the federal or state of Michigan level. Some, but not all of the significant trademarks include “GREEKTOWN CASINO,” “GREEKTOWN CASINO (& DESIGN),” “LET THE PARTY BEGIN AT GREEKTOWN!”, “GREEKTOWN CASINO-HOTEL”, and “CLUB GREEKTOWN” are registered in the U.S. Patent and Trademark Office. The restaurant and bar trademarks “ASTERIA,” “BISTRO 555,” “TRAPPER’S PATIO,” “TRAPPER’S SNACK BAR,” and “THE FRINGE” is registered with the state of Michigan. Finally, the advertising marks “BONU$ PLAY,” “BONU$ BUCKS,” “BONU$ BET,” “BONU$ POINTS,” “GREEKTOWN CASINO-HOTEL (NEW logo),” and “DETROIT’S WINNING ADDRESS” are registered with the state of Michigan.

Government Regulation

The ownership and operation of our gaming facility is subject to various state of Michigan and city of Detroit laws, rules and regulations. We are subject to the provisions of the Michigan Gaming Act and rules promulgated thereunder (the “Michigan Rules”), the MGCB, including the MGCB rules (the “MGCB Rules”) and MGCB orders and resolutions (“MGCB Orders and Resolutions”) and various local ordinances and regulations, and are subject to the regulatory control of the MGCB, the city of Detroit and the Michigan Liquor Control Commission. Additionally, we must comply with a variety of federal regulations (i.e. Bank Secrecy Act, U.S. Patriot Act, Office of Foreign Assets and Control, and others). The following is a summary of the provisions of the material laws and regulations applicable to our gaming operations and other laws and regulations applicable to us. The summary does not purport to be a comprehensive description and is qualified in its entirety by reference to the appropriate laws and regulations.

Michigan Gaming Regulation

Greektown LLC is licensed to operate in the state of Michigan pursuant to the Michigan Gaming Act. The Michigan Gaming Act and Michigan Rules subject the ownership and operation of commercial casino gaming facilities to extensive licensing and regulatory requirements and require the licensee to have a development agreement in effect with the city of Detroit and the Economic Development Corporation (“Detroit EDC”) of the city of Detroit.

The Michigan Gaming Act created the MGCB and authorizes it to grant casino licenses to not more than three applicants that have entered into development agreements with the city of Detroit. The MGCB is granted extensive authority to conduct background investigations and determine the suitability and eligibility of casino license applicants, affiliated companies, officers, directors and managerial employees of applicants and affiliated companies, persons and entities holding a one percent or greater direct or indirect interest in an applicant or affiliated company, and anyone else the MGCB deems to be a “qualifier.” The Michigan Gaming Act and Michigan Rules restrict direct communication with the MGCB members.

Any person who supplies goods or services to a casino licensee that are directly related to, used in connection with or affect gaming must obtain a supplier’s license from the MGCB. Any person who supplies other goods or services of a non-gaming nature to a casino licensee on a regular and continuing basis must also obtain a supplier’s license from the MGCB or demonstrate eligibility for an exemption from this requirement. In addition, any individual employed by a casino licensee, or by a supplier licensee whose work duties are related to or involved in the gambling operation or are performed in a restricted area or gaming area of a casino, or who hold certain other positions, must obtain an occupational license from the MGCB. The MGCB Rules permit the MGCB to exempt any person or field of commerce from the supplier licensing requirements. The MGCB has adopted the MGCB Orders and Resolutions that outline the process for persons and entities to apply to be exempt from supplier licensing requirements.

The Michigan Gaming Act imposes the burden of proof on the applicant for a casino license to establish its suitability to receive and hold the license. The applicant must establish its suitability as to:

●	integrity;

●	moral character and reputation;

●	business probity;

●	financial ability and experience;

●	responsibility; and

●	other criteria deemed appropriate by the MGCB.

The Michigan Rules and Michigan Gaming Act provide systems for administrative and judicial review of various decisions of the MGCB. These appeals are governed by the Michigan Administrative Procedures Act of 1969.

The MGCB may refuse to renew a license upon a determination that the licensee no longer meets the requirements for licensure. In addition to restriction, suspension or revocation of a casino license, the MGCB may impose substantial fines or forfeiture of assets upon licensees for violation of gaming or liquor laws or rules or other violations of law. The Michigan Rules provide for an appeal process from decisions made by the MGCB concerning violations outlined above. These appeals are governed by the Michigan Administrative Procedures Act of 1969.

The Michigan Gaming Act includes provisions that restrict certain casino owners and managers, along with supplier licensees and their key managers, from giving political contributions to Michigan elected officials. The Michigan Gaming Act and Michigan Rules also restrict gift giving to the state of Michigan-elected officials and certain key employed state of Michigan officials. The MGCB has adopted the MGCB Orders and Resolutions that establish criteria through which a supplier license applicant who has made political contributions during the application period may be granted waivers to reapply for licensing.

The Michigan Gaming Act and Michigan Rules provide for annual license renewal as long as the MGCB determines that the casino licensee continues to meet the requirements established by the Michigan Gaming Act and Michigan Rules. Greektown LLC’s original license was issued on November 10, 2000. As of year ended December 31, 2013, the Company was in compliance in all material respects with the MGCB licensing requirements.

In connection with our emergence from Chapter 11, the MGCB issued an order granting approval of our revised ownership structure, capitalization and management which provides that we must comply with certain covenants, including a minimum fixed charge coverage ratio maintenance covenant. The Company was not able to maintain the required minimum ratio of EBITDA to fixed charges for the twelve month measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013. At the April 9, 2013, June 11, 2013, September 9, 2013 and December 11, 2013 meetings of the MGCB, the MGCB approved the Company’s request for suspension of the covenant for the measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013, respectively. The MGCB order also contains a limitation on certain restricted payments. Refer to Item 1A. Risk Factors “We are subject to compliance with a regulatory fixed charge coverage maintenance covenant required by the MGCB”.

The Michigan Rules implement the terms of the Michigan Gaming Act. Among other things, the Michigan Rules outline more detailed substantive and procedural requirements with respect to casino licensing and operations, including, but not limited to, requirements regarding things such as licensing investigations and hearings, record keeping and retention, contracting, reports to the MGCB, internal control and accounting procedures, security and surveillance operations, extension of credit to gaming patrons, conduct of gaming and transfers of ownership interests in licensed casinos. The Michigan Rules also establish numerous MGCB procedures regarding licensing, disciplinary and other hearings and similar matters. The Michigan Rules have the force of law and are binding on the MGCB as well as on applicants for or holders of casino licenses, their vendors and employees.

The Michigan Rules prohibit a casino licensee or a holding company or affiliate that has control of a casino licensee in Michigan from entering into a debt transaction affecting the capitalization or financial viability of its Michigan casino operation without prior approval from the MGCB. The Michigan Rules outline requirements and procedures for casino licensees or holding companies that make a public offering of debt or equity.

Violations of MGCB requirements may result in fines and penalties. While the Company believes it takes protective steps to operate in compliance with MGCB regulations, there can be no assurance that future violations will not occur.

The Michigan Liquor Control Commission licenses, controls and regulates the sale of alcoholic beverages pursuant to the Michigan Liquor Control Act. The Michigan Gaming Act also requires that casinos sell and distribute alcoholic beverages in conformity with the Michigan Liquor Control Act. The city of Detroit also issues certain approvals in connection with the sale of alcoholic beverages.

Michigan Gaming Taxation and Fees

Under the provisions of the Michigan Gaming Act, we must pay a combined state of Michigan and city of Detroit wagering tax equal to 19% of adjusted gross receipts payable daily and a municipal services fee in an amount equal to the greater of 1.25% of adjusted gross receipts or $4.0 million annually. For the years ended December 31, 2013 and December 31, 2012, we paid gaming taxes, inclusive of 19% wagering tax, 1.25% municipal service fee, and 1% city of Detroit Development Agreement tax (defined below), of $69.9 million and $74.8 million, respectively. These gaming taxes are included in Greektown Casino’s operating expenses. In addition to gaming taxes, we are required to make an annual payment for certain costs to the MGCB. During the years ended December 31, 2013 and December 31, 2012, the Company paid a fee of approximately $10.8 million and $10.6 million, respectively, to the MGCB. The Company recorded expense of approximately $10.6 million and $10.3 million related to the amortization of the annual fees for the years ended December 31, 2013 and December 31, 2012, respectively. The MGCB fees are included in Greektown Casino’s general and administrative expenses. These gaming taxes and fees are in addition to the taxes, fees and assessments customarily paid by business entities conducting business in the state of Michigan and the city of Detroit.

If the Michigan Lottery Act is amended to allow casino operations to be conducted at race tracks in Michigan, the state wagering tax rate will be reduced to 18%. Any amendment would require voter approval, as mandated by Proposal 1.

City of Detroit Regulation

The Detroit City Council has enacted several ordinances affecting the Detroit Commercial Casinos. One, entitled “Casino Gaming Authorization and Casino Development Agreement Certification and Compliance,” authorizes casino gaming only by operators who are licensed by the MGCB and are parties to a development agreement that has been approved and certified by the City Council and is currently in effect, or are acting on behalf of parties to a development agreement. Our development agreement has been so approved and certified and is currently in effect. The ordinance requires each casino operator to submit to the Mayor of Detroit and to the Detroit City Council annual reports regarding the operator’s compliance with its development agreement or, in the event of non-compliance, reasons for non-compliance and an explanation of efforts to comply. The ordinance requires the Mayor of Detroit to monitor each casino operator’s compliance with its development agreement, to take appropriate enforcement action in the event of default and to notify the Detroit City Council of defaults and enforcement action taken; and, if a development agreement is terminated, it requires the Detroit City Council to transmit notice of enforcement action to the MGCB within five business days along with the City of Detroit’s request that the MGCB revoke the relevant operator’s certificate of suitability or casino license. If a development agreement is terminated, the Michigan Gaming Act requires the MGCB to revoke the relevant operator’s casino license upon the request of the city of Detroit.

City of Detroit Development Agreement

In March 1998, Greektown LLC entered into the initial development agreement with the city of Detroit and the Detroit EDC. In August 2002, Greektown LLC entered into the Development Agreement, which amended and restated the initial development agreement and authorized the construction and operation of the existing casino.

From March 1998 through December 31, 2013, the city of Detroit has been paid approximately $128.2 million under the terms of the Development Agreement, excluding casino gaming taxes.

In addition to gaming taxes, we are also obligated to pay 1% of our adjusted gross receipts to the city of Detroit, to be increased to 2% of our adjusted gross receipts in any calendar year in which adjusted gross receipts exceed $400 million, beginning on the day our adjusted gross receipts exceed $400 million and continuing until the end of that calendar year. In addition, when adjusted gross receipts exceed $400 million, we would be required to pay $4 million to the city of Detroit. We did not exceed the $400 million in adjusted gross receipts for the calendar year ended December 31, 2013.

The Development Agreement includes a number of additional provisions with which we must comply. The key provisions include those listed below:

●	Various indemnification obligations for certain judgments, fines, liabilities, losses, damages, costs, expenses, claims, obligations and penalties of the city of Detroit, the Detroit EDC and each of their respective officers, agents and employees.

●	Various social commitments regarding, for example, employment of Detroit residents, procurement of financing and goods and services from Detroit-based businesses, Detroit resident businesses and business concerns and/or minority- or women-owned businesses.

●

Transfer of ownership restrictions prohibiting the transfer of our casino operations by us and prohibiting certain of our direct and indirect owners from transferring their equity interests without the consent of the city of Detroit, subject to an exception which applies while we are a public company.

U.S. Department of the Treasury Regulations

The U.S. Internal Revenue Code and the U.S. Treasury Regulations promulgated thereunder require operators of casinos located in the United States to file information returns for U.S. citizens, including, but not limited to, names, addresses and social security numbers of winners, for bingo, table games and slot machine winnings in excess of prescribed amounts and keno winnings in which the payout equals or exceeds a specified amount more than the amount wagered. The U.S. Internal Revenue Code and the U.S. Treasury Regulations promulgated thereunder also require operators to withhold taxes on some keno, bingo table games and slot machine winnings of nonresident aliens. We are unable to predict the extent to which these requirements, if extended, might impede or otherwise adversely affect operations of, and/or income from, these and/or other games.

Regulations adopted by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury and the MGCB require the reporting of patron’s currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number, which regulations were subsequently modified to include a suspicious activity reporting rule. Casinos are required to report suspicious monetary transactions when the casino suspects or has reason to suspect that the transaction involves funds derived from illegal activity or is otherwise intended to facilitate illegal activity.

Other Laws and Regulations

Our operations are also subject to extensive Federal, state of Michigan and city of Detroit regulations in addition to the regulations described above, and, on a periodic basis, we must obtain various other licenses and permits, including those required to sell alcoholic beverages.

Available Information

You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

Risks Related to Our Business

We face significant competition in the market in which we operate and other markets, which could impair our revenues, increase our expenses and hinder our ability to generate sufficient cash flows.

We face significant competition principally from two other casinos in Detroit, MGM Detroit and MotorCity (collectively with Greektown Casino, the “Detroit Commercial Casinos”), as well as Caesars Windsor, which is located directly across the Detroit River from Detroit. MGM Detroit, MotorCity and Caesars Windsor may each have greater name recognition and financial, marketing and other resources than we do, and all three casinos completed major renovations/expansion projects in the past several years that have the potential to increase their respective market share of the Metro Detroit Gaming Market.

In addition, we compete with other gaming facilities throughout the state of Michigan and surrounding states as well as nationwide, including casinos located on Native American reservations and other land-based casinos. Twenty-three Native American-owned casinos are currently operating in western, central and northern Michigan, the closest of which is 113 miles from Greektown. Furthermore, two tribes have entered into land settlement agreements with the state of Michigan, and both tribes are currently seeking U.S. Congressional approval of the agreements to take the land into trust for new land-based casinos. One tribe is seeking to locate a casino in Michigan in one of Monroe County, Flint or Romulus, while the other tribe is seeking to locate a casino in Port Huron, and both proposed casinos would be within 20-75 miles of Greektown Casino. No U.S. Congressional approval has yet been obtained, but one tribe has partnered with a developer to seek Congressional and state approvals. Also, another tribe has been federally recognized and is seeking to enter into a compact with the state of Michigan for a casino in western Michigan, and an additional tribe has indicated that it intends to apply to the Bureau of Indian Affairs for trust status for a site in Romulus. Furthermore, a tribe has publicly announced its intentions to construct a $245 million casino development in Lansing, Michigan outside of its reservation, which would be approximately 90 miles from Greektown Casino. The tribe is required to comply with federal statutory and regulatory requirements, including the Indian Gaming Regulatory Act and the Michigan Indian Land Claim Settlement Act, or seek U.S. Congressional approval before it can operate a casino in Lansing as tribal casinos are generally restricted to their own reservations. Michigan also features four race tracks which offer horse betting but are not authorized to offer slot machines or table gaming, and there is an additional race track in Windsor, Ontario, Canada, which is not authorized to offer slot machines or table games.

In 2012, an organization introduced a ballot proposal to expand commercial gaming in the state of Michigan. Although the proposal failed to be placed on the state ballot, future attempts at expanding commercial gaming in Michigan may be successful, and may increase the level of competition that we face.

We also compete, to some extent, with other forms of gaming on both a local and national level, including state-sponsored lotteries, Internet gaming, on- and off-track wagering, card parlors, and charity casinos. The expansion of legalized gaming to new jurisdictions throughout the United States also has increased competition faced by us and will continue to do so in the future. Additionally, if gaming facilities in our markets were purchased by entities with more recognized brand names and capital, or if gaming were legalized in jurisdictions near our property where gaming currently is not permitted, we would face additional competition.

On November 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino in Toledo and Horseshoe Casino in Cleveland opened in May 2012. Hollywood Casino in Columbus opened in October 2012. Horseshoe Casino in Cincinnati opened in March 2013. The Toledo, Cleveland, Columbus and Cincinnati casinos are approximately 60 miles, 180 miles, 210 miles, and 260 miles from the city of Detroit, respectively.

There are ongoing efforts at the federal level to legalize internet gaming, including, but not limited to, internet poker, but no such efforts have yet been successful. Should online poker or other forms of internet gambling become legal in the United States, it would not only increase the level of competition we face but also increase the number of gaming opportunities.

Capital expenditures and improvements could disrupt our gaming operations and result in a reduction of future revenue. Additionally, delays in capital projects or construction could result in increased costs that would require additional capital.

Capital projects directed at improving Greektown Casino could disrupt our operations by requiring us to temporarily close certain portions of the casino, which could negatively affect our operating results. We are currently planning significant renovations of Greektown Casino, which we anticipate will begin in 2014 and last approximately two years. Construction will be phased through the casino during the renovations in order to moderate its impact on our business and cash flow. We anticipate that our gaming operations will still be disrupted to a certain degree, however, as we have to limit customer access to certain of our gaming offerings during the renovations. These disruptions could negatively affect our business and result in a reduction of future revenue and cash flow during the renovations. While we plan to implement various initiatives during the renovations designed to attract customers in order to mitigate any such disruptions, these initiatives may not be successful or may be unable to fully mitigate any losses we experience as a result of the disruptions. In addition, delays in starting or completing capital projects could result in increased costs that were not previously contemplated. Such unforeseen overruns may require additional capital, which we may or may not be in a position to obtain. We do not anticipate receiving a guaranteed maximum price contract for the renovations. In addition, if capital expenditures exceed our expectations, this excess would have an adverse effect on our available cash. These capital improvements may give rise to the following additional risks, among others:

construction cost overruns and delays;

exposure under completion or other guarantees;

uncertainties as to market demand or a loss of market demand after capital improvements have begun; and

disruption in service and hotel room availability causing reduced demand, occupancy and rates.

We have incurred net losses in recent periods. We may continue to incur losses in the future.

We recorded net losses of $30.9 million and $23.8 million for the years ended December 31, 2013 and 2012, respectively. We expect to incur losses in fiscal 2014 and may incur losses in future periods. Our future profitability depends on our ability to generate enough revenues to pay regulatory fees and gaming taxes and other mostly variable expenses, such as payroll and marketing, as well as mostly fixed expenses such as our property taxes and interest expense. For more information, see Item 7 - “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

Given that our operations are dependent upon one property for all of our cash flows, we are subject to greater risks, many of which are beyond our control, than a gaming company with more operating properties.

We do not currently have operations other than Greektown Casino, and therefore, we are entirely dependent upon Greektown Casino, and dependent upon the patronage of persons living in and visiting the Detroit metropolitan area, for our revenues and cash flows. Because we are entirely dependent on a single gaming site, we are subject to greater risks than a geographically diversified gaming operation, including, but not limited to:

●	risks related to the economic conditions in southeastern Michigan or nearby regions, including a loss of residents, layoffs, increased fuel and transportation costs or a decrease in discretionary income or spending;

●	a decline in the size of the local gaming market;

●	an increase in gaming competition in the surrounding area;

●	changes in local and state governmental laws and regulations;

●	damage or interruption of gaming activities by fire, flood, power loss, technology failure, break-ins, terrorist attacks, war or similar events;

●	the relative popularity of local and regional entertainment alternatives to casino gaming that compete for the leisure dollar;

●	adverse weather conditions, which could deter customer visits; and

●	inaccessibility to the property due to road construction or closures of primary access routes.

The occurrence of any one of the events described above could cause a material disruption in our business.

Reductions in discretionary consumer spending as a result of downturns in the general economy may have a material adverse effect on our business.

Our business has been and may continue to be adversely affected by the economic downturn experienced in the United States, and more particularly in the Detroit metropolitan area, as we are highly dependent on discretionary spending by our patrons. Changes in discretionary consumer spending or consumer preferences brought about by factors such as continued unemployment, perceived or actual deterioration in general economic conditions, increases in fuel costs, perceived or actual decline in disposable consumer income and wealth, the global economic recession and changes in consumer confidence in the economy may continue to reduce customer demand for the leisure activities we offer and may adversely affect our revenues and operating cash flow.

We have significant working capital needs, and if we are unable to satisfy those needs from cash generated from our operations or indebtedness, we may not be able to meet our obligations.

We require significant amounts of working capital to operate our business. In addition to our Revolving Loan facility, we rely on the operation of our facilities as a source of cash. If we experience a significant and sustained drop in operating profits, or if there are unanticipated reductions in cash inflows or increases in cash outlays, we may be subject to cash shortfalls. If such a shortfall were to occur for even a brief period of time, it may have a significant adverse effect on our business. We cannot assure you that our business will generate sufficient cash flow from operations or that we will be able to draw under our Revolving Loan or otherwise, in an amount sufficient to fund our liquidity needs.

Our operations are highly taxed and may be subject to higher taxes in the future, which could adversely impact our profitability.

In virtually all gaming jurisdictions, state and local governments raise considerable revenues from taxes based on casino revenues and operations. We believe that the prospect of significant additional tax revenue is one of the primary reasons why the state of Michigan and other jurisdictions have legalized gaming. We also pay property taxes, payroll taxes, franchise taxes and income taxes.

Our profitability depends on generating enough revenues to pay regulatory fees and gaming taxes and other mostly variable expenses, such as payroll and marketing, as well as mostly fixed expenses such as our property taxes and interest expense. From time to time, state and local governments have increased gaming taxes, and gaming tax increases can significantly impact the profitability of gaming operations. Future changes in the Michigan gaming tax rates that will have a negative impact on our profitability may occur.

The federal government has also previously considered a federal tax on casino revenues and may again consider a federal tax on casino revenues in the future. Any material increase in or the adoption of additional taxes or fees could have a material adverse effect on our future financial results.

Energy and fuel price increases may adversely affect our revenues and our profitability.

Our casino uses significant amounts of electricity and natural gas. Substantial increases in the cost of electricity will negatively affect our results of operations. In addition, energy and fuel price increases in cities that constitute a significant source of customers for our property could result in a decline in disposable income of potential customers and a corresponding decrease in visitation to our property, which would negatively impact our revenues. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, but this impact could be material to our results of operations.

Extensive government regulation materially impacts our operations, and any new gaming laws or regulations may adversely impact our operations.

The ownership, management and operation of gaming facilities is subject to extensive laws, regulations and ordinances that are administered by various federal, state and local governmental entities and agencies. The MGCB has broad authority and discretion to require us and our officers, directors, managers, members, employees, vendors and holders of certain of our debt to obtain and maintain various licenses, registrations, permits, findings of suitability and other approvals. To enforce applicable gaming regulations, gaming authorities may, among other things, limit, suspend or revoke the licenses, registrations, permits, findings of suitability and any other approvals of any gaming entity, vendor or individual, and may levy fines or cause a forfeiture of assets against us or individuals for violations of gaming laws or regulations. Any of these actions would have a material adverse effect on us.

Government regulations require us to, among other things:

●	pay gaming fees, assessments and taxes to the state of Michigan and the city of Detroit;

●	periodically renew our gaming license in Michigan, which may be suspended or revoked if we do not meet detailed regulatory requirements;

●	receive and maintain federal and state environmental approvals; and

●	receive and maintain state and local licenses and permits to sell alcoholic beverages in our facilities.

We are subject to the Michigan Gaming Act and the Michigan Rules, and to local regulation by the city of Detroit, including the Development Agreement with the city of Detroit. Under the state of Michigan Rules, we may not make a public offering of our securities or enter into a debt transaction affecting the capitalization or financial viability of our gaming operations without the prior approval of the MGCB and compliance with the Development Agreement.

Our directors, officers and most employees, and many of our vendors and their employees performing services for us, must also be approved by the MGCB. If the MGCB were to find a director, officer, employee or vendor to be unsuitable, we would be required to sever our relationship with that person. In addition, our existing gaming licenses, liquor licenses, registrations, findings of suitability, permits and approvals may be revoked, suspended or limited or not renewed when they expire. Any failure to renew or maintain our licenses or receive new licenses when necessary would harm our business and revenues. The compliance costs associated with these laws, regulations and licenses are significant.

The casino entertainment industry is generally subject to political, legislative and regulatory uncertainty. If additional gaming laws and regulations are adopted, or if current gaming laws or regulations are modified in the state of Michigan, any newly imposed restrictions or costs could have a significant adverse effect on us. From time to time, various proposals are introduced in the state of Michigan legislature that, if enacted, could adversely affect the regulatory, operational or other aspects of the gaming industry and our company. Legislation of this type may be enacted in the future that may impact our operations.

We are subject to compliance with a regulatory fixed charge coverage ratio maintenance covenant required by the MGCB.

In connection with our emergence from Chapter 11, the MGCB issued an order granting approval of our new ownership structure, capitalization and management which provides that we must comply with a minimum fixed charge coverage ratio maintenance covenant. The covenant requires us to maintain a ratio of EBITDA to fixed charges (each as defined in the order) on the last day of each calendar quarter of not less than 1.05 to 1.00.

The fixed charge coverage ratio is measured on a trailing four quarter basis. We are required to comply with this covenant for so long as any indebtedness is outstanding under our Revolving Loan facility and the Senior Secured Notes. The Company was not able to maintain the required minimum ratio of EBITDA to fixed charges for the twelve month measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013. At the April 9, 2013, June 11, 2013, September 9, 2013 and December 11, 2013 meetings of the MGCB, the MGCB approved the Company’s request for suspension of the covenant for the measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013, respectively. The MGCB order also contains a limitation on certain restricted payments. The MGCB order also contains a limitation on certain restricted payments. See “Regulatory Covenants.”

If we fail to comply with these requirements and we are not able to obtain a waiver from the MGCB, we could be subject to additional restrictions on our ability to operate our casino business, fines and suspension or revocation of our gaming license. The revocation of our gaming license or its suspension for more than a short time could result in an event of default under the credit agreement governing the Revolving Loan facility and an event of default under the indenture governing the Senior Secured Notes and could materially adversely affect or eliminate our ability to generate revenue from our casino operations. Even though we obtained a suspension of the covenant for the measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 from the MGCB, the MGCB may impose additional covenants or other restrictions on our ability to incur indebtedness, which could materially adversely affect our business.

To service our indebtedness, we require a significant amount of cash, our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

Our ability to make scheduled payments on and to refinance our indebtedness, including the Senior Secured Notes (defined in Item 7, Liquidity and Capital Resources), and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This is subject to general economic and competitive conditions and to certain financial, competitive, business, legislative, regulatory and other factors that are beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness.

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness, including the Senior Secured Notes, or to fund our other liquidity needs, we will need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to affect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations.

A smoking ban in casinos located in the state of Michigan or the city of Detroit could have a negative impact on our business and operations.

From time to time, individual jurisdictions have considered legislation or referendums, such as bans on smoking in casinos and other entertainment and dining facilities. Such bans have been implemented in jurisdictions in which gaming facilities are located and such bans have had a negative impact on business and operations. Although the smoking ban adopted by the state of Michigan on December 10, 2009, which became effective May 1, 2010, exempts the gaming area (the smoking ban applies to our bars and restaurants) of the Detroit Commercial Casinos, if a more expansive ban were implemented in the state of Michigan or the city of Detroit, such a ban could adversely impact our business and operations.

We are subject to all operating risks common to the hotel business, which may adversely affect our hotel occupancy and rental rates.

The hotel business is highly competitive and generally will be subject to greater volatility than our gaming business. Operating risks common to the hotel business could adversely affect hotel occupancy and the rates that can be charged for hotel rooms, as well as increase our operating expenses, and generally include:

●	competition from existing hotels in our market and new hotels entering our market;

●	reduced business and leisure travel due to energy costs and other travel expenses, or geo-political uncertainty, including terrorism;

●	adverse effects of a decline in general and in local economic activity;

●	adverse weather;

●	the quality and performance of the managers and other staff of our hotel; and

●	risks generally associated with the ownership of hotels and real estate.

MGM Detroit, MotorCity, and Caesars Windsor all have hotels connected to their gaming facilities and other new hotel projects in our vicinity have recently opened. This competition may adversely affect our occupancy and rental rates.

We face the risk of fraud or cheating commonly faced by the gaming business, which could adversely affect our revenues and profitability.

Players in our casino may commit fraud or cheat in order to increase their winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner would negatively impact our gaming revenues. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, thereby materially and adversely affecting our business, financial condition and results of operations.

Our business may be adversely affected by our ability to retain key personnel.

We depend on the continued performance of our entire executive management team. If we lose the services of any of our key personnel and cannot replace such persons in a timely manner, it could have an adverse effect on our business.

Our business and results of operations could be adversely affected by weather-related factors and seasonality.

Our gaming operations and results of operations may be adversely affected by weather-related and seasonal factors. We have experienced downturns in customer volume during the summer months and increases in volume during winter months, although we do experience lower volume during winter storms and harsh or extreme cold winter weather. These seasonal and adverse weather conditions in the Detroit metropolitan area may discourage potential customers from visiting us. We believe we have also experienced downturns in customer volume as a consequence of nearby road repairs and construction, which generally occur in the spring, summer and fall, as well as various sporting or entertainment events simultaneously taking place within the downtown of the city of Detroit.

We are subject to non-gaming regulation, and any instances of non-compliance with these laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

We are subject to certain federal, state and local environmental laws, regulations and ordinances that apply to non-gaming businesses generally, including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990. Under various federal, state and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of hazardous or toxic substances or wastes. In addition, if we discover any significant environmental contamination affecting any of our properties, we could face material remediation costs or additional development costs for future expansion activities. The existence or discovery of an environmental hazard on any of our properties could have a significant adverse effect on our business, results of operations, financial condition and cash flows.

Regulations adopted by the Financial Crimes Enforcement Network of the U.S. Treasury Department require us to report currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number. U.S. Treasury Department regulations also require us to report certain suspicious activity, including any transaction that exceeds $5,000 if we know, suspect or have reason to believe that the transaction involves funds from illegal activity or is designed to evade federal regulations or reporting requirements. Substantial penalties can be imposed against us if we fail to comply with these regulations.

We are also subject to a variety of other federal, state and local laws and regulations, including those relating to zoning, construction, land use, employment, advertising and the sale of alcoholic beverages. If we are not in compliance with these laws and regulations, it could have a material adverse effect on our business, financial condition and results of operations.

The imposition of a substantial penalty or the loss of service of a gaming facility for a significant period of time could have a material adverse effect on our business.

We are or may become involved in legal or regulatory proceedings that if adversely adjudicated or settled, could impact our financial condition.

From time to time, we are defendants in various lawsuits and gaming regulatory proceedings relating to matters incidental to our business. The nature of our business also subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners, Native American tribes and others in the ordinary course of business. As with all litigation, no assurance can be provided as to the outcome of these matters and in general, litigation can be expensive and time consuming. We may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations.

Our revenues may be negatively impacted by volatility in our hold percentage. Our revenues may be further adversely affected by high-end players’ winnings.

Casino revenue is recorded as the difference between gaming wins and losses or net win from gaming activities. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our slot machines and table games and all other games we provide to our customers. We use the hold percentage as an indicator of a game’s performance against its expected outcome. Although each game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. The hold percentage and actual outcome on our games can be impacted by errors made by our employees, the number of games played, faults within the computer programs that operate our slot machines and the random nature of slot machine payouts. If our games perform below their expected range of outcomes, our cash flow may suffer. In addition, although not the major focus of our marketing efforts, we have selectively targeted high-end players. Should one or more of these high-end players win large sums in our casino, or should a material amount of credit extended to players not be repaid, our revenues could be adversely affected.

Proposed redevelopment projects in the city of Detroit could negatively impact our gaming revenue.

Downtown Detroit, where Greektown Casino is located, is currently undergoing significant redevelopment and revitalization. Numerous redevelopment projects in the immediate vicinity of Greektown Casino are currently being considered. While we believe this ultimately will benefit Greektown Casino and lead to increased customers and gaming revenues, the costs and complexities of such projects may be greater than we anticipate, and they could have unintended negative impacts on Greektown Casino and gaming revenues. For example, the majority of customers at Greektown Casino are locals from the Detroit metropolitan area who depend on certain main roads and arteries in Detroit, including Interstate 375, to reach Greektown Casino. The Detroit Downtown Development Authority has hired a traffic consultant to study the possibility of rebuilding or redirecting the Interstate 375 corridor adjacent to Greektown Casino, which we believe is vital to our business. The repair, redirection or removal of this freeway may lead to a decrease in customers at Greektown Casino, and accordingly, could negatively impact our gaming revenues and results of operations.

Cybersecurity risks to operational systems, security systems, or infrastructure owned by the Company, or a third-party vendor or supplier could adversely affect our operations.

Interruptions, outages, or breaches of operational systems (including business, financial, accounting, and data processing), security systems, or infrastructure, as a result of cyber incidents, could materially disrupt critical operations, disclose confidential intellectual property, and/or give rise to allegations of or result in a breach of data privacy or other regulations within the United States.

Failure to maintain the integrity of internal customer information could result in damage of reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data.

We collect information relating to our guests for various business purposes, including marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations enacted in the United States. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in damage of reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data.

Work stoppages and other labor problems could have an adverse effect on our business.

The collective bargaining agreements for the SPFPA and DCC unions are effective until June 16, 2016 and October 16, 2015, respectively. A lengthy strike or work stoppage at our casino or increases in our labor costs resulting from any new agreement could have an adverse effect on our business and results of operations.

Our insurance coverage may not be adequate to cover all possible losses we could suffer, and, in the future, our insurance costs may increase significantly or we may not be able to obtain the same level of insurance coverage.

We may suffer damage to our property caused by a casualty loss (such as fire, natural disasters, acts of war or terrorism), that could severely disrupt our business or subject us to claims by third parties who are injured or harmed. Although we maintain insurance customary in our industry (including property, casualty, terrorism and business interruption insurance), that insurance may not be adequate or available to cover all the risks to which our business and assets may be subject. The lack of sufficient insurance for these types of acts could expose us to heavy losses if any damages occur, directly or indirectly, that could have a significant adverse impact on our operations.

We renew our insurance policies on an annual basis. If the cost of coverage becomes too high, we may need to reduce our policy limits or agree to certain exclusions from our coverage in order to reduce the premiums to an acceptable amount. Among other factors, homeland security concerns, other catastrophic events, or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits) and additional exclusions from coverage. Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.

Some of our material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default under these agreements, which, depending on the nature of the agreement, could cause cross-defaults to other agreements, any of which could materially and adversely affect our business and results of operations.

Our historical consolidated financial information will not be comparable to financial information for future periods due to push-down accounting.

Due to the significance of the ownership interest acquired by Athens, the Company applied push-down accounting of the acquisition by Athens. The Company revalued its assets and liabilities based on their fair values at April 1, 2013 (the “Acquisition Date”), in accordance with FASB ASC 805 Business Combinations. As a result, the consolidated financial statements have been prepared to reflect the push-down accounting adjustments arising from these transactions. The preliminary purchase price allocation is based on all information currently available, however, is preliminary in nature as the third party valuations have not been finalized. The amounts reported in consolidated financial statements subsequent to the application of push-down accounting are materially different relative to historical consolidated financial statements.

The interests of Athens may conflict with or differ from our interests.

Athens and its affiliates are in the business of making investments in companies, and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. For example, Athens’ affiliate Rock Gaming, with joint venture partner Caesars Entertainment Corporation, operates Horseshoe Casinos in Cleveland and Cincinnati, Ohio, which may compete with us for customers. Any such investment may increase the potential for conflicts of interest. There are no agreements that govern the outcome of any conflicts of interest among us and any affiliates of Athens. There is no assurance that when conflicts of interest arise, any or all of these affiliates will act in our best interests or that any conflict of interest will be resolved in our favor. Moreover, the concentration of ownership held by Athens could delay, defer or prevent a change of control of our company or impede a merger, takeover or other business combination that may otherwise be viewed favorably to us. Athens may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We own the land on which Greektown Casino is located through Greektown LLC, except with respect to a portion of the casino complex known as the St. Mary’s School Building which we lease from Allen Vigneron, Roman Catholic Archbishop of the Archdiocese of Detroit. We also own various parking lots and garages that we own through Greektown LLC, Contract Builders or Realty Equity. We believe that all of our current facilities are in good condition and are suitable and adequate for the purposes for which they are used.

In the past, we have also entered into non-cancelable operating leases, primarily for office and for warehouse space, equipment and vehicles; certain of these leases include escalation clauses relating to the Consumer Price Index, utilities, taxes and other operating expenses. However, the Company did not enter into any of these agreements for the year ended December 31, 2013.

We lease certain portions of our owned facilities to third parties under operating leases, primarily for retail use. Rental income under these leases for the year ended December 31, 2013 was $0.6 million.

ITEM 3. LEGAL PROCEEDINGS

As part of the bankruptcy reorganization process, the Company engaged Moelis & Company, LLC (“Moelis”) to act as investment banker. The Moelis engagement letter provided for a success fee if certain requirements were met. The Company had filed a $2.6 million settlement for Moelis’s administrative claim with the United States Bankruptcy Court for the Eastern District of Michigan (“Bankruptcy Court”). The Bankruptcy Court approved the settlement on August 16, 2013 and the Company paid the settlement on September 5, 2013.

The Company requested a ruling from the Michigan Department of Treasury regarding certain potential tax liabilities under the Michigan Business Tax (“MBT”) arising from the June 30, 2010 restructuring transactions. Such potential claims include a contingent liability for gross receipts tax under the MBT. The Company had asked the Bankruptcy Court to issue a determination as to these matters. A hearing on the Company’s request for a determination was held on March 21, 2011, at which time the Bankruptcy Court requested that the parties submit further briefing. Such briefing was submitted and on May 16, 2013, the Bankruptcy Court ruled the Company was not liable for the gross tax receipts under the MBT.

The Company is a defendant in various other pending litigations. In management’s opinion, the ultimate outcome of such litigation will not have a material adverse effect on the results of operations or the financial position of the Company.

ITEM 4. REMOVED AND RESERVED

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

No established public trading market exists for the Company’s membership interests, which are held by one owner. There are no current plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in our equity.

Holders

As of December 31, 2013, we had one owner of our membership interests.

Dividends

We have never paid a dividend and do not anticipate paying one in the foreseeable future. The Company may not pay any dividends unless such dividends are approved by, and issued in compliance with the regulations and restrictions imposed by the MGCB.

For information relating to Stock Based Compensation, see Part III, Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

For additional information relating to the Common Stock, Preferred Stock, and Preferred Warrants of our Predecessor, see Part III, Item 8 - Financial Statements and Supplementary Data.

Reverse Stock Split

On December 19, 2013, Greektown Superholdings, Inc. filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Certificate of Amendment “), with the Secretary of State of the state of Delaware, to effect a 1-for-104,501 reverse stock split of the Predecessor’s Series A-1 Common Stock (the “Reverse Stock Split”). The Certificate of Amendment became effective on December 19, 2013.

The MGCB approved the Reverse Stock Split and Certificate of Amendment during its meeting on December 11, 2013. As described in the Company’s definitive information statement filed with the Securities and Exchange Commission on November 27, 2013 (the “Information Statement”), the Company’s Board of Directors approved the Certificate of Amendment on December 16, 2013, and the Company’s majority stockholder, acting by written consent, approved the Certificate of Amendment.

As a result of the Reverse Stock Split, every 104,501 shares of the Predecessor’s pre-Reverse Stock Split Series A-1 Common Stock will be combined and reclassified into one share of the Company’s Series A-1 Common Stock.

No fractional shares were issued in connection with the Reverse Stock Split. In accordance with the Certificate of Amendment, stockholders who would have otherwise been due a fractional share will receive $90 per share of Series A-1 Common Stock held prior to the Reverse Stock Split. As described in the Company’s definitive information statement filed with the Securities and Exchange Commission on November 27, 2013, as a result of the Reverse Stock Split, Athens became the sole stockholder of the Predecessor.

On December 20, 2013, Newco Sub merged with and into the Company, with Greektown Superholdings surviving the merger, pursuant to an Agreement and Plan of Merger between Newco Sub and the Company (the “Newco Sub Merger”). Immediately after the Newco Sub Merger became effective, on December 20, 2013, Greektown Superholdings merged with and into Greektown Holdings, with Greektown Holdings surviving the merger, pursuant to an Agreement and Plan of Merger between Greektown Superholdings and Greektown Holdings (the “Holdings Merger”). The Holdings Merger resulted in a taxable liquidation of Greektown Superholdings.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements, and the accompanying notes presented in Item 8 of this report. Except for historical information, the discussion in this section contains forward-looking statements that involve risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this report, which reflect management’s opinions only as of the date hereof.

Selected Financial Information

Due to the significance of the 97.6% ownership interest acquired by Athens in April through June, 2013 (the “Athens Transaction”), the values of the Predecessor’s assets, including intangible assets and liabilities, have been adjusted to their estimated fair values on our consolidated balance sheet. We revalued the assets and liabilities based on their fair values at the date Athens acquired a controlling interest in the Company, effective April 1, 2013 (“Acquisition Date”), in accordance with business combination accounting standards (push-down accounting). Accordingly, a new basis of accounting had been established and, for accounting purposes, the old entity (the “Predecessor”) has been terminated and a new entity (the “Successor”) had been created. This distinction is made throughout this Annual report on Form 10-K through the inclusion of a vertical black line between the Predecessor and the Successor. See Note 3 for further information on the Athens Transaction. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations the preliminary allocation is subject to additional adjustments within one year from the Athens Transaction as valuations are finalized.


(in thousands)	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Statement of Operations Data:
Revenues:
Casino	$	236,912		$	85,613		$	346,544
Food and beverage		17,627			5,939			22,827
Hotel		9,595			3,070			12,117
Other		4,811			1,491			5,414
Total revenues		268,945			96,113			386,902
Less promotional allowances		44,272			15,035			55,186
Net revenues		224,673			81,078			331,716
Direct operating expenses		144,927			52,768			211,767
Indirect operating expenses		102,732			22,534			76,331
Total operating expenses		247,659			75,302			288,098
Income from operations		(22,986	)		5,776			43,618
Other expense		(29,938	)		(15,185	)		(60,475	)
Loss before provision for income taxes		(52,924	)		(9,409	)		(16,857	)
Provision for income taxes		33,193			(1,746	)		(6,938	)
Net income/(loss)	$	(19,731	)	$	(11,155	)	$	(23,795	)

Background and Overview

Greektown Holdings, L.L.C is the successor by merger to Greektown Superholdings, Inc.

Greektown Holdings, L.L.C. (“Greektown Holdings,” and together with its wholly-owned subsidiaries “we,” “our,” “us,” or the “Company,” unless otherwise required) was formed in September 2005 as a limited liability company. Greektown Holdings owns Greektown Casino L.L.C. (“Greektown LLC”), which is engaged in the operation of a hotel and casino gaming facility known as Greektown Casino-Hotel (“Greektown Casino”) located in downtown Detroit. Greektown LLC opened November 10, 2000 under a license granted by the Michigan Gaming Control Board (“MGCB”) and a development agreement with the city of Detroit (the “Development Agreement”).

In December 2013, Greektown Superholdings was restructured upon the consummation of the following events: (i) a “reverse stock split,” upon which Athens cashed out the remaining shareholders of Greektown Superholdings and therefore took Greektown Superholdings private; (ii) assumption of Greektown Mothership Corporation (“Greektown Mothership”), a Delaware corporation formed in October 2013, of the obligations and rights as a co-issuer of the outstanding Senior Secured Notes; (iii) merger of Greektown Newco Sub., Inc., a wholly owned subsidiary of Greektown Superholdings, with Greektown Superholdings as the surviving entity; (iv) merger of Greektown Superholdings with and into its wholly owned subsidiary, Greektown Holdings, with Greektown Holdings as the surviving entity; and (v) insertion of Greektown Mothership, LLC, a subsidiary of Athens, into the corporate structure as the parent of Greektown Holdings.

Through Greektown LLC, we own and operate Greektown Casino, which opened in November 2000 within the historic Greektown district of downtown Detroit. Greektown Casino is one of only three commercial casinos licensed to operate in the state of Michigan and our Expanded Complex offers a range of gaming, dining and entertainment alternatives, including:

●	approximately 100,000 square-feet of gaming space with approximately 2,850 slot machines and approximately 63 table games, including a 12,500 square-foot salon dedicated to high-limit gaming, and a live poker room;

●	approximately 3,709 attached parking spaces, including 899 parking spaces for valet parking services, and 1,750 unattached parking spaces;

●	approximately 10,000 square feet of convention space;

●	a 400-room hotel;

●	several restaurants and food outlets on the gaming floor; and

●	multiple bars and entertainment facilities.

Access to Greektown Casino is facilitated by a nearby off-ramp from Interstate 375 and several interstate highways passing through the downtown of the city of Detroit. Our players club, known as “Club Greektown,” is a membership/loyalty program that attracts customers by offering incentives to frequent casino visitors. As of December 31, 2013, the Company had approximately 1.7 million people in our database for Club Greektown. We believe the gaming market in the Detroit area, which consists of Detroit Commercial Casinos together with the commercial casino in Windsor, Ontario (the “Metro Detroit Gaming Market”), is primarily a “drive-to” gaming market, with over 95% of our patrons residing within 100 miles of Greektown Casino.

The following significant factors and trends should be considered in analyzing our operating performance:

Business Strategy: We have initiated strategic plans to renovate and reposition Greektown as a first class gaming property designed to grow the market and our share of it. Our strategic plans encompass operational efficiencies and facility improvements, which we believe will translate into increased revenue, operating margins and cash flow. Our new senior management team has identified and initiated several revenue generating and cost-saving programs, including improving our IT, management and other back office systems while revamping our customer service, marketing and players club programs. We believe these initiatives will not only improve our margins but will also lay the groundwork for a strong operating model for our business. Through our physical renovation plan, we are planning to create a more open, spacious and inviting atmosphere as well as enhance our gaming offering, which we believe will enable us to attract new patrons and drive increased customer loyalty. These investments are expected to cost $125.0 million to $150.0 million. We plan to begin construction in the second half of 2014 and expect to complete the renovation within 24 months of commencement.

Economic Downturn: Our business has been and may continue to be adversely affected by the economic downturn experienced in the United States, and more particularly in the Detroit metropolitan area, as we are highly dependent on discretionary spending by our patrons. Factors such as continued unemployment, population decline, perceived or actual decline in disposable consumer income and wealth, increases in fuel costs, the global economic recession and changes in consumer confidence in the economy may continue to reduce customer demand for the leisure activities we offer and may continue to adversely affect our business.

Competition: We face significant competition, principally from two other casinos in the city of Detroit, MGM Detroit and MotorCity, as well as Caesars Windsor, which is located directly across the Detroit River from Detroit. MGM Detroit, MotorCity, and Caesars Windsor may each have greater name recognition and financial, marketing and other resources than we do, and all three casinos completed major renovations/expansion projects in the past several years that have the potential to increase their respective market share of the Metro Detroit Gaming Market. In addition, on November 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino in Toledo, Horseshoe Casino in Cleveland, and Hollywood Casino in Columbus opened in 2012. Horseshoe Casino in Cincinnati opened in March 2013. The Toledo, Cleveland, Columbus, and Cincinnati casinos are approximately 60 miles, 180 miles, 210 miles, and 260 miles from the city of Detroit, respectively. The Detroit gaming market experienced an overall gross gaming revenue decrease in 2013 of approximately $4.7% as compared to 2012.

We also compete, to some extent, with other forms of gaming on both a local and national level, including state of Michigan-sponsored lotteries, Internet gaming, on- and off-track wagering, card parlors, and charity casinos. The expansion of legalized gaming to new jurisdictions throughout the United States also has increased competition faced by us and will continue to do so in the future. Additionally, if gaming facilities in our markets were purchased by entities with more recognized brand names and capital, or if gaming were legalized in jurisdictions near our property where gaming currently is not permitted, we would face additional competition.

The Department of Justice (“DOJ”) under the current federal administration had originally expressed the view that the U.S. Wire Act of 1961 applied to all forms of Internet gambling, and therefore all Internet gambling was illegal under the existing law. However, the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting. The Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law in 2006. The UIGEA attacks the payment mechanisms used to place bets, and pay off winners, through the thousands of offshore online gambling sites currently in operation. The statute makes it illegal for banks, credit card companies or similar institutions to collect on a debt incurred through an online gambling site. However, the UIGEA did not update the federal Wire Act of 1961 to specifically apply to all forms of online gambling. Therefore, during the 111th Congress (2009-2010), several bills pertaining to Internet gambling were introduced. There are ongoing efforts at the federal level to legalize internet gaming, including, but not limited to, internet poker, but no such efforts have yet been successful. Should online poker or other forms of internet gambling become legal in the United States, it would not only increase the level of competition we face but also increase the number of gaming opportunities. Currently, three states have legalized online gambling: Delaware, Nevada and New Jersey. Should online poker or other forms of internet gambling become legal in additional states or throughout the United States, it would increase the level of competition we face.

Business Seasonality: Our gaming operations are affected by the weather. We have experienced downturns in customer volume during the summer months and increases in volume during winter months, although we do experience lower volume during winter storms and harsh or extreme cold winter weather. These seasonal and adverse weather conditions in the Detroit metropolitan area may discourage potential customers from visiting us. We believe we have also experienced downturns in customer volume as a consequence of nearby road repairs and construction, which generally occur in the spring, summer and fall, as well as during various sporting or entertainment events simultaneously taking place within the downtown area of the city of Detroit.

Key Financial Statement Terms

Revenues

Our gross revenues are derived from casino, food, beverage, hotel, and other revenues. Our largest component of revenues is casino revenues, which represented approximately 88.1%, 89.1% and 89.6% of our total gross revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. Gross casino revenues are comprised of revenues from our slot and table games, which are calculated as the difference between the amount wagered and the amount paid to customers.

The club point redemption expenses associated with our “Club Greektown” membership/loyalty program are reflected as a reduction of gross casino revenues. In accordance with the Revenue Recognition topic of the FASB ASC applicable to instances where consideration is given by a vendor to a customer, we reduce gross casino revenues by the cash value of points earned by Club Greektown members and recognize a related liability for any unredeemed points.

The following table reflects the composition of gross casino revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012

Gross casino revenue:
Slot machines	$	208,563		$	76,087		$	302,785
Table games		33,016			11,261			50,155
Club point expense		(4,667	)		(1,735	)		(6,396	)
Total gross casino revenue	$	236,912		$	85,613		$	346,544

Relationship to gross casino revenues:
Slot machines		88.0	%		88.9	%		87.4	%
Table games		13.9	%		13.1	%		14.5	%
Club point expense		-1.9	%		-2.0	%		-1.9	%
Total gross casino revenue		100.0	%		100.0	%		100.0	%

Other principal components of our revenues are our food and beverage and hotel revenues, each of which is affected by customer volume and price. The following table reflects food and beverage and hotel revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Gross food and beverage and hotel revenue:
Food and beverage	$	17,627		$	5,939		$	22,827
Hotel		9,595			3,070			12,117
Total gross food and beverage, and hotel revenue	$	27,222		$	9,009		$	34,944

Relationship to gross revenues:
Food and beverage		6.6	%		6.2	%		5.9	%
Hotel		3.6	%		3.2	%		3.1	%
Total gross food and beverage, and hotel revenue		10.2	%		9.4	%		9.0	%

Promotional Allowances

Our gross revenues are reduced by promotional allowances to arrive at net revenues. Promotional allowances consist of the retail value of food, beverage and other complimentary items furnished to customers without charge.

Direct Operating Expenses

Direct operating expenses are those that directly relate to our gaming, food and beverage, and hotel operations. The following table illustrates the composition of direct operating expenses and their relationships to net revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).


	Successor			Predecessor
	Nine Months ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Direct operating expenses:
Casino	$	54,616		$	19,649		$	79,169
Gaming taxes		51,302			18,552			74,823
Food and beverage		12,611			4,287			15,492
Hotel		7,882			2,685			10,019
Depreciation & amortization		18,516			7,595			32,264
Total direct operating expenses	$	144,927		$	52,768		$	211,767

Relationship to net revenues:
Casino		24.3	%		24.2	%		23.9	%
Gaming taxes		22.8	%		22.9	%		22.6	%
Food and beverage		5.6	%		5.3	%		4.7	%
Hotel		3.5	%		3.3	%		3.0	%
Depreciation & amortization		8.2	%		9.4	%		9.7	%
Total direct operating expenses		64.4	%		65.1	%		63.9	%

Casino expenses. Casino expenses consist of employee compensation (labor, taxes, and benefits), surveillance costs, gaming supplies, slot participation, casino promotions (including mailing and other ancillary costs), as well as on-site hosting of our casino customers.

Gaming taxes. Gaming taxes include gaming taxes paid to the state of Michigan, city of Detroit, and municipal service fees paid to the city of Detroit.

Food and beverage. Food and beverage expenses relate to labor, taxes, and benefits, cost of sales, and operating supplies.

Hotel. Hotel expenses consist primarily of employee compensation and related expenses, as well as facilities-related expenses, such as maintenance and utilities.

Depreciation and amortization. Depreciation and amortization expenses consist primarily of the depreciation expense related to our gaming buildings and improvements, our gaming equipment and furnishings, our non-gaming buildings and improvements, and our non-gaming office furniture and equipment.

Indirect Operating Expenses

Indirect operating expenses consist predominantly of general overhead expenses that support our overall business, including marketing, advertising and entertainment, non-hotel facilities expenses, and other general and administrative expenses. The following table illustrates the composition of indirect operating expenses and their relationships to net revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Indirect operating expenses:
Marketing, advertising and entertainment	$	6,122		$	2,014		$	7,899
Facilities		15,354			5,389			19,907
General and administrative		35,559			12,036			48,155
Ownership transition and termination benefit expenses		3,145			2,964			—
Other		497			131			370
Goodwill impairment		42,055			—			—
Total indirect operating expenses	$	102,732		$	22,534		$	76,331

Relationship to net revenues:
Marketing, advertising and entertainment		2.7	%		2.5	%		2.4	%
Facilities		6.8	%		6.6	%		6.0	%
General and administrative		15.8	%		14.8	%		14.5	%
Ownership transition and termination benefit expenses		1.4	%		3.7	%		0.0	%
Other		0.2	%		0.2	%		0.1	%
Goodwill impairment		18.7	%		0.0	%		0.0	%
Total indirect operating expenses		45.6	%		27.8	%		23.0	%

Marketing, advertising and entertainment. Marketing, advertising and entertainment expenses primarily reflect the costs of mass media advertising, including television, radio and billboards.

Facilities. Facility expenses consist of cleaning and maintaining our non-hotel properties, valet parking and wardrobe department, the payroll and benefits to support these activities and casino utilities.

General and administrative. General and administrative expenses include the costs of insurance, property taxes, regulatory fees paid to support the MGCB, board management fees, bonuses paid under union contracts, leases associated with various parking lots, rent, professional fees, donations, and various employee costs relating to executives, security, compliance, finance, purchasing, human resources, business consulting and information technology departments.

Ownership transition and termination benefit expenses. Ownership transition and termination benefit expenses include legal costs and professional fees related to the counsel and advisors that assisted the Special Committee of the Board of Directors in the assessment of Athens’ position and other strategic alternatives and other expenses related to, or resulting from, Athens’ purchase of the Company and termination benefits resulting from the execution of employee termination agreements by the Company and certain executives.

Other indirect operating expenses. Other indirect operating expenses are primarily costs associated with maintaining the various retail parking spaces and garages, including utilities and maintenance, related to rental income.

Goodwill impairment. Goodwill impairment expense consists of the loss recognized on goodwill.

Other Income/(Expenses)

Other expenses consist primarily of interest on our indebtedness, the amortization of deferred financing costs, and accretion of premium/(discounts) on our senior notes. The following table illustrates the components of other expense and their relationships to net revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Other income/(expense):
Interest expense	$	(38,224	)	$	(12,755	)	$	(50,581	)
Amortization of finance fees and premium (discount) senior secured notes		8,358			(2,007	)		(7,540	)
Refinancing expense		(157	)		(235	)		(1,732	)
Other income/(expense)		85			(188	)		(622	)
Total other expense	$	(29,938	)	$	(15,185	)	$	(60,475	)

Relationship to net revenues:
Interest expense		-17.0	%		-15.7	%		-15.2	%
Amortization of finance fees and premium (discount) senior secured notes		3.7	%		-2.5	%		-2.3	%
Refinancing expense		-0.1	%		-0.3	%		-0.5	%
Other income/(expense)		0.0	%		-0.2	%		-0.2	%
Total other expense		-13.4	%		-18.7	%		-18.2	%

Provision for Income Taxes

The provision for income taxes reflects our current and deferred provisions, which are considered income taxes under the Income Taxes topic of the FASB ASC. The following table illustrates the components of the provision for income taxes and their relationships to net revenues for Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).

	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Provision for income taxes:
Tax expense – current	$	(221	)	$	(64	)	$	(211	)
Tax benefit/(expense)– deferred		33,414			(1,682	)		(6,727	)
Total provision for income taxes	$	33,193		$	(1,746	)	$	(6,938	)

Relationship to net revenues:
Tax expense – current		-0.1	%		-0.1	%		-0.1	%
Tax benefit/(expense) – deferred		14.9	%		-2.1	%		-2.1	%
Total provision for income taxes		14.8	%		-2.2	%		-2.2	%

Refer to Note 2 - Summary of Significant Accounting Policies and Note 9 - Income taxes presented in Item 8 “Financial Statements and Supplementary Data” of this report.

Results of Operations

Period Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Overview. The consolidated financial statements of the Company for the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013 are not comparable to the consolidated financial statements of the Predecessor year ended December 31, 2012 due to the effects of purchase price accounting from the Athens Transaction.

Net revenues. Net revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 were approximately $224.7 million, $81.1 million and $331.7 million, respectively. Net revenues are impacted by the general economic condition of the region, the seasonality of our business, sporting and entertainment events simultaneously taking place within the downtown of the city of Detroit, short-term disruptions related to Casino renovations, and our ability to attract customers within the Detroit gaming market. The opening of new commercial casinos in Ohio negatively impacted the Detroit gaming market in 2013 compared to 2012. Overall, the Detroit gaming market decreased 4.7% for the year ended December 31, 2013 compared to the year ended December 31, 2012. Casino revenue represented 88.1%, 89.1% and 89.6% of gross revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively.

Promotional allowances as a percentage of gross revenue were 16.5%, 15.6% and 14.3% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively, resulting from enhanced promotional offers to our patrons in order to gain market share in light of enhanced competitive conditions in the Detroit gaming market.

Direct operating expenses. Direct operating expenses as a percentage of net revenues were 64.4%, 65.1% and 63.9% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The following is a discussion of the principal drivers of trends in direct operating expenses:

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Casino expenses. Casino-related expenses as a percentage of net revenues were 24.3%, 24.2% and 23.9% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. While actual casino expenses decreased during the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013, they increased as a percentage of net revenues due to lower net revenues during these periods.

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Gaming taxes. Gaming taxes as a percentage of net revenues were 22.8%, 22.9% and 22.6% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. Gaming taxes increased as a percentage of net revenues during the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013 as a result of lower net revenues.

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Food and beverage expenses. Food and beverage expenses as a percentage of net revenues were 5.6%, for the Successor nine months ended December 31, 2013, 5.3% for the Predecessor three months ended March 31, 2013 and 4.7% for the Predecessor year ended December 31, 2012. The increase in food and beverage expenses as a percentage of net revenues was due to two dining venues operating in the current period that were closed in the prior period for remodeling and lower net revenues.

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Hotel expenses. Hotel expenses as a percentage of net revenues were 3.5% for the Successor nine months ended December 31, 2013, 3.3% for the Predecessor three months ended March 31, 2013 and 3.0% for the year ended December 31, 2012. The increase is due to lower net revenues in the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013.

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Depreciation and amortization expense. Depreciation and amortization expense as a percentage of net revenues were 8.2%, 9.4% and 9.7% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The decrease was the result of the revaluation of fixed and intangible assets due to the Athens Transaction in April 2013. Refer to Note 3 “Athens Transaction” presented in Item 8 “Financial Statements and Supplementary Data” of this report for further information regarding the Athens Transaction.

Indirect operating expenses. Indirect operating expenses as a percentage of net revenues were 45.6%, 27.8%, and 23.0% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The following is a discussion of the principal drivers of trends in indirect operating expenses:

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Marketing, advertising and entertainment. Marketing, advertising and entertainment expenses as a percentage of net revenues were 2.7%, 2.5% and 2.4% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The increase was primarily driven by the increase in various advertising media, production and art work, and public relations expenses to promote our new dining venues and new valet parking garage, as well as lower net revenues in the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013.

Facilities. Facilities expense as a percentage of net revenues were 6.8%, 6.6% and 6.0% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. This increase was primarily driven by higher repairs and maintenance costs, utilities costs from the new valet parking garage and dining venues, and lower net revenues, partially offset by slightly lower payroll costs

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General and administrative. General and administrative expenses as a percentage of net revenues were 15.8%, 14.8% and 14.5% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. While actual general and administrative costs decreased, due in part to the recognition of $1.0 million of use tax income related to prior years, as a percentage of net revenues they increased due to lower net revenues in the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013.

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Ownership transition and termination benefit expenses. The Company incurred $2.0 million and $3.0 million of additional legal and professional fees related to Athens’ acquisition of the Company during the Successor nine months ended December 31, 2013, and Predecessor three months ended March 31, 2013, respectively. In addition, during the fourth quarter of 2013, the Company and certain executives executed employee termination agreements resulting in termination benefits of approximately $1.2 million.

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Other. Other indirect operating expenses as a percentage of net revenues were 0.2%, 0.2% and 0.1% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The increase is primarily a result of increased payroll as well as lower net revenues in the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013.

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Goodwill impairment. In connection with the Holdings Merger, we reversed our deferred tax liability, totaling $36.4 million, as the Company is no longer subject to federal taxes. The reversal of the deferred tax liability resulted in a significant increase in the carrying value of the Company, which caused it to exceed its fair value. As a result we performed an event-driven goodwill impairment test as of December 31, 2013. Based on the results of this event-driven impairment test we recorded a Goodwill impairment charge of $42.1 million in the three months ended December 31, 2013.

Other expense. Other expense as a percentage of net revenues was 13.4%, 18.7% and 18.2% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The following is a discussion of the principal drivers of trends in other expenses:

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Interest expense. Interest expense as a percentage of net revenues was 17.0%, 15.7% and 15.2% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The increase was due to additional indebtedness of $15.0 million incurred in connection with our valet garage as of December 2012, as well as lower net revenues.

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Amortization of finance fees and accretion of premium/discount on senior notes. Amortization of finance fees and accretion of premium/discount on the Senior Secured Notes as a percentage of net revenues were 3.7%, -2.5% and -2.3% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. This change is related to the revaluation of the Senior Secured Notes and elimination of finance fees in April 2013 due to the Athens Transaction. The Senior Secured Notes were revalued higher than their face value, resulting in a premium. Refer to Note 3 “Athens Transaction” presented in Item 8 “Financial Statements and Supplementary Data” of this report for further information regarding the Athens Transaction.

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Refinancing expense. The Company incurred $0.2 million during the Successor nine months ended December 31, 2013 and the Predecessor three months ended March 31, 2013 related to the refinancing effort announced in December 2012. These costs were expensed in the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013 due to the expiration of lender pricing commitments in March 2013, without completion of the refinancing.

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Other expense. Other expense as a percentage of net revenues decreased during the Successor nine months ended December 31, 2013 compared to the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012. The decrease was primarily related to the decrease in bankruptcy-related restructuring expense during the Successor nine months ended December 31, 2013.

Provision for income taxes. During the Successor nine months ended December 31, 2013 the Company reversed the deferred tax liability of $36.4 million, contributing to a benefit of $33.2 million compared to a provision for income taxes of $1.7 million and $6.9 million for the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The reversal of the deferred tax liability is a result of the legal entity restructuring that occurred in December 2013. Refer to Note 9 “Income Taxes” presented in Item 8 “Financial Statements and Supplementary Data” of this report for further information.

Liquidity and Capital Resources

Overview

Our cash requirements are for debt service, working capital, obligations under a development agreement with the city of Detroit (the “Development Agreement”), gaming taxes, and the improvement of our facilities. Cash and cash equivalents were $37.2 million as of December 31, 2013.

As of December 31, 2013, the Company had $28.6 million of available borrowings under the revolving credit facility with Comerica Bank (the “Revolving Loan”) ($42.8 million of commitment less $12.8 million in borrowings in relation to the construction of the valet parking garage less outstanding letters of credit of approximately $1.4 million). During the year ended December 31, 2013, the Company made interest payments totaling $50.2 million in relation to the 13% Senior Secured Notes using cash generated from operating activities.

As of December 31, 2013 the face amount of the outstanding debt was $397.8 million, including $385.0 million of Senior Secured Notes due in June 2015 and $12.8 million of borrowings under the revolving credit facility related to the valet parking garage. On January 2, 2014 the Company borrowed $12.0 million on the Revolving Loan, of which $8.0 million is currently outstanding. During the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, interest expense was $38.2 million, $12.8 million and $50.6 million, respectively.

The Company has engaged investment banks to obtain refinancing of the Senior Secured Notes and the Revolving Loan facility. There is no assurance when or whether any such refinancing will be consummated as it will be dependent upon, among other factors, general economic and market conditions. Any refinancing would be subject to approval from the MGCB.

We have initiated plans to renovate portions of our physical facilities, purchase new slot machines, and modernize our information technology capabilities, in addition to the advancement of other strategic priorities. These investments are expected to cost $125.0 million to $150.0 million, with renovation construction planned to begin in the second half of 2014 and end within 24 months thereafter. We intend to finance these investments through the refinancing of the Senior Secured Notes and Revolving Loan facility described above and operating cash flows, among other sources.

In February 2014, the Board of Directors approved the sale of the Company’s Fort street and Brush street parking garages and two surface lots to related parties, subject to the receipt of a third party fairness opinion. The proceeds are anticipated to be $25.0 million.

Cash Flows

Our cash flows for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 consisted of the following (in thousands):

	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Cash flows:

Net cash provided by (used in) operating activities	$	3,020		$	(3,506	)	$	24,096
Net cash used in investing activities		(1,788	)		(7,529	)		(40,300	)
Net cash (used in) provided by financing activities		(2,402	)		—			14,892

Net decrease in cash and cash equivalents	$	(1,170	)	$	(11,035	)	$	(1,312	)

Net cash provided by (used in) operating activities. Net cash provided by operating activities increased for the Successor nine months ended December 31, 2013 as compared to the Predecessor three months ended March 31, 2013, primarily due to accrued interest, goodwill impairment and depreciation and amortization, offset by deferred income taxes and amortization of premium on Senior Secured Notes and operating performance. Net cash provided by operating activities decreased for the Successor nine months ended December 31, 2013 as compared to the Predecessor year ended December 31, 2012, primarily due to deferred income taxes, amortization of premium on Senior Secured Notes, and depreciation and amortization, offset by operating performance, goodwill impairment, and accrued interest.

Net cash used in investing activities. Net cash used in investing activities decreased for the Successor nine months ended December 31, 2013 as compared to the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 due to a decrease in capital expenditures. 2012 capital expenditures primarily consisted of costs related to the construction of the valet parking garage.

Net cash (used in) provided by financing activities. Net cash used in financing activities increased for the Successor nine months ended December 31, 2013 as compared to the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 primarily due to the three $0.8 million principal payments related to the valet garage borrowings under the Revolving Loan facility in April, July and October 2013, as compared to $15.0 million in borrowings from the previous year.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of December 31, 2013 or 2012.

Purchase Agreement; Indenture; Senior Secured Notes

On June 25, 2010, the Predecessor entered into a purchase agreement (the “Purchase Agreement”), by and between the Predecessor and Goldman, Sachs & Co. (the “Initial Purchaser”), pursuant to which the Predecessor agreed to issue and sell, and the Initial Purchaser agreed to purchase, $280.2 million principal amount of its Series A 13% Senior Secured Notes due 2015 (the “Series A Notes”) and $104.8 million principal amount of its Series B 13% Senior Secured Notes due 2015 (the “Series B Notes” and, together with the Series A Notes, the “Senior Secured Notes”), which are guaranteed (the “Guarantees”) by substantially all of the Predecessor’s domestic subsidiaries (the “Guarantors” and, together with the Predecessor’s, the “Obligors”), which subsidiaries executed a joinder to the Purchase Agreement on June 30, 2010.

The Predecessor consummated the issuance and sale of the Senior Secured Notes under the Purchase Agreement in a private placement to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act.

The Senior Secured Notes were issued pursuant to an indenture, dated as of June 30, 2010 (the “Indenture”), among the Predecessor, the Guarantors, and Wilmington Trust FSB, as trustee.

On December 20, 2013, Greektown Superholdings, Greektown Holdings, the Trustee and the other parties thereto entered into Supplemental Indenture No. 1, pursuant to which Greektown Mothership Corporation, a subsidiary of Athens, became a co-issuer under the Indenture.

Also on December 20, 2013, Greektown Holdings, the Co-Issuer, the Trustee and the other parties thereto entered into Supplemental Indenture No. 2, pursuant to which Greektown Holdings, as successor by merger to Greektown Superholdings, assumed all obligations of Greektown Superholdings as an issuer under the Indenture.

Maturity: The Senior Secured Notes mature on July 1, 2015, and bear interest at a rate of 13.0% per annum. Interest on the Senior Secured Notes is payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2011. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

The Predecessor paid approximately $18.2 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively on January 3, 2013. Additionally, the Predecessor paid approximately $18.2 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively on July 1, 2013. Furthermore, subsequent to December 31, 2013, the Company paid approximately $18.2 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively; refer to Item 8 – “Financial and Supplementary Data.”

Guarantees: The obligations of the Obligors under the Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a second-priority senior secured basis by all of the Predecessor’s current and future domestic subsidiaries, subject to certain exceptions.

Security: The Senior Secured Notes and the related Guarantees are secured by (i) a second-priority lien on substantially all of the properties and assets of the Predecessor and each Guarantor, whether now owned or hereafter acquired, except certain excluded assets and (ii) a second-priority pledge of all the capital stock of all the subsidiaries of the Predecessor, subject to certain limitations (in each case subject to certain permitted prior liens and liens securing certain permitted priority lien debt, including borrowings under the Predecessor’s Revolving Loan agreement described below).

Optional Redemption: On or after January 1, 2013, the Predecessor may redeem some or all of the Senior Secured Notes at any time at the redemption prices specified in the Indentures plus accrued and unpaid interest and special interest, if any, to the applicable redemption date.

Mandatory Redemption: The Senior Secured Notes are subject to mandatory disposition or redemption following certain determinations by applicable gaming regulatory authorities.

The Senior Secured Notes are subject to mandatory redemption, at 103% of their principal amount plus accrued and unpaid interest and special interest, if the Predecessor has consolidated excess cash flow, as defined in the Indenture, for any fiscal year commencing with the fiscal year ended December 31, 2010. No excess cash flow payments were required to be made by the Predecessor for the fiscal year ended December 31, 2013.

If the Predecessor experiences certain change of control events, the Predecessor must offer to repurchase the Senior Secured Notes at 101% of their principal amount, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date.

As a result of the change of control, the Predecessor commenced a change of control offer on April 22, 2013 to purchase any and all of its outstanding Senior Secured Notes under the Indenture. None of the Senior Secured Notes were validly tendered prior to the deadline on June 18, 2013.

Covenants: The Indenture contains covenants limiting the ability of Greektown Holdings and/or its direct and indirect subsidiaries to, among other things, (i) engage in businesses other than the operation of Greektown Casino; (ii) incur or guarantee additional indebtedness, except as permitted by the Indenture; (iii) create liens; (iv) make certain investments; (v) pay dividends on or make payments in respect of capital stock; (vi) consolidate or merge with other companies; (vii) sell certain assets; (viii) enter into transactions with affiliates; (ix) agree to negative pledge clauses and (x) enter into sales and leasebacks. Failure to comply with these covenants could result in a default under the Indenture unless Greektown Holdings obtains a waiver of, or otherwise mitigates, the default.

Events of Default: The Indenture for the Senior Secured Notes contains events of default, including (i) failure to pay principal, interest, fees or other amounts when due; (ii) breach of any covenants which are not cured within a stated cure period; (iii) default under certain other indebtedness; (iv) becoming subject to certain judgments; (v) failure to keep liens or security interests valid; (vi) certain events of bankruptcy or insolvency; (vii) impairment of any collateral to the loans; (viii) ceasing to own the casino complex; or (ix) loss of gaming or certain other licenses or the legal authority to conduct gaming activities. A default could result in an acceleration of the amounts outstanding under the Senior Secured Notes.

As discussed above, we are exploring alternatives to our current capital structure. In connection with any such refinancing, we may redeem the Senior Secured Notes in accordance with the terms set forth in the Indenture at the price specified in the Indenture (103.5% from January 1, 2014 through December 31, 2014; and par thereafter).

Revolving Loan Agreement

On June 30, 2010, the Predecessor entered into a credit agreement with Comerica Bank for the revolving loan facility (the “Revolving Loan”). On July 6, 2011, July 8, 2011, May 24, 2012, March 18, 2013, June 13, 2013 and December 20, 2013, the Predecessor and Comerica Bank agreed to certain modifications to the Credit Agreement (as so amended, the “Credit Agreement”).

General: The Credit Agreement provides for the Revolving Loan, which expires on January 1, 2015. The maximum expiration of individual letters of credit is twelve months after the issuance thereof, if earlier, the maturity of the Revolving Loan. On May 24, 2012, the Predecessor and Comerica Bank executed a third amendment to the Credit Agreement (the “Third Amendment). The Third Amendment, which was approved by the MGCB, increased the aggregate principal amount available under the facility by $15.0 million to $45.0 million (including $5.0 million for the issuance of standby letters of credit). Any borrowings under the additional $15.0 million commitment were required to fund expenditures related to the new valet parking garage, and are to be repaid in quarterly installments equal to 1/20th of the amount advanced, commencing April 2013. The amendment also, among other things, excludes capital expenditures relating to the valet parking garage from the Fixed Charge Coverage Ratio calculation, discussed below, not to exceed $25.7 million.

On March 18, 2013, the Predecessor and Comerica Bank executed a fourth amendment to the Credit Agreement and Consent (the “Fourth Amendment”). The Fourth Amendment, which was approved by the MGCB on March 12, 2013, extended the expiration of the Revolving Loan facility from December 30, 2013, to December 30, 2014, amended the definition of “EBITDA” to add back the items described in clauses (vi) through (x) of the summarized definition of “EBITDA” below, added certain capital expenditures to the list of items excludable from the “Fixed Charges” definition, reduced the requirements under the minimum EBITDA covenant for certain periods, and gave Comerica Bank’s consent to the acquisition of 51% or more of the capital stock of the Predecessor by Athens.

On June 13, 2013, the Predecessor and Comerica Bank executed a fifth amendment to the Credit Agreement and Consent (the “Fifth Amendment”). The Fifth Amendment, which was approved by the MGCB, amended the test date of the minimum EBITDA covenant to commence on June 30, 2014.

Effective as of December 20, 2013, the Predecessor and Comerica Bank entered into a sixth amendment to the Credit Agreement and Consent (“Sixth Amendment”). The Sixth Amendment, which was approved by the MGCB, amended the required threshold for the minimum EBITDA covenant and requires satisfaction of the covenant commencing on December 31, 2013, amended the Fixed Charge Coverage Ratio covenant measuring period to commence fiscal year ending December 31, 2014, increased the applicable margin, approved the sale of two parking garages, extended the expiration of the Revolving Loan facility from December 30, 2014 to January 1, 2015 and the Company, as successor by merger to the Predecessor, assumed all obligations of the Predecessor under the Credit Agreement.

Security and Guarantees: The Revolving Loan is secured by a perfected first-priority lien and security interest on all the assets of the Company and all its direct and indirect subsidiaries, excluding, among other things, the Company’s gaming license. Additionally, effective July 2011, a requirement for a 45-day annual revolver “clean up period” was added to the Credit Agreement, during which the Predecessor will be required to maintain a zero balance under the Revolving Loan for a period of 45 consecutive days.

Interest and Fees: Effective with the Sixth Amendment, the Revolving Loan will bear interest at an annual rate of LIBOR plus 3.00% (if the Leverage Ratio (as defined below) is less than 4 to 1) or 3.50% (if the Leverage Ratio is greater than or equal to 4 to 1) or at an annual rate of (a) the higher of (i) Comerica Bank’s prime reference rate and (ii) 2.50% plus (b) 0.50% (if the Leverage Ratio is less than or equal to 4 to 1) or 1.00% (if the Leverage Ratio is greater than 4 to 1), until April 1, 2014. Effective April 1, 2014, the Revolving Loan will bear interest at an annual rate of LIBOR plus 3.50% (if the Leverage Ratio (as defined below) is less than 4 to 1) or 4.00% (if the Leverage Ratio is greater than or equal to 4 to 1) or at an annual rate of (a) the higher of (i) Comerica Bank’s prime reference rate and (ii) 2.50% plus (b) 0.75% (if the Leverage Ratio is less than or equal to 4 to 1) or 1.50% (if the Leverage Ratio is greater than 4 to 1).

Prior to July 1, 2012, there was a facility fee of 0.50% per annum on the aggregate revolving credit commitment amount payable quarterly in arrears on the first day of each fiscal quarter. As of May 24, 2012, the Third Amendment replaced the facility fee of 0.50% with an unused line of credit fee of 0.75% per annum on the face amount of commitment less any borrowings outstanding payable quarterly commencing on July 1, 2012 and on the first day of each fiscal quarter thereafter. There is also a non-refundable letter of credit fee of 3.50% per annum on the face amount of each letter of credit payable quarterly in advance.

“Leverage Ratio” means as of the last day of any fiscal quarter of the Predecessor, the ratio of an amount equal to, on a consolidated basis, the sum of all of the funded debt of the Predecessor and its subsidiaries as of such date, excluding all subordinated debt, to EBITDA (as defined below) for the four fiscal quarters then ending. Adjustments to the interest rate and the applicable letter of credit fee rate are implemented quarterly based on the Leverage Ratio.

Prepayment: The Revolving Loan requires mandatory prepayments in an amount equal to (i) 100% of the net proceeds of the permitted sale of assets (subject to certain exclusions and permitted reinvestments), (ii) 100% of the net proceeds of any recovery from insurance arising from an event of loss (subject to certain exclusions and permitted reinvestments), and (iii) 100% of the net proceeds for the issuance of any debt or equity securities (subject to certain exclusions). Except with respect to certain asset sales, mandatory prepayments do not reduce revolving credit commitments.

Certain Covenants: The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions and materiality thresholds, the ability of the Predecessor and its subsidiaries to sell assets and property, incur additional indebtedness, create liens on assets, make investments, loans, guarantees or advances, make distributions, dividends or payments on account of, or purchase, redeem or otherwise acquire, any of the Predecessor’s capital stock, prepay certain indebtedness, engage in acquisitions, mergers or consolidations, engage in transactions with affiliates, amend agreements governing the Predecessor’s indebtedness, including the Senior Secured Notes, make capital expenditures, enter into negative pledges, change the fiscal year and change the Predecessor’s or any subsidiary’s name, jurisdiction of incorporation, or the location at which any Collateral is stored.

The Third Amendment eliminated the June 30, 2012 outside date for the release of the liens on a small parcel of real property (the “Trappers Parcel”) underlying a portion of our casino operations which secure indebtedness owed to Greektown LLC and third parties (the “Trappers Lien”) in favor of an agreement to use commercially reasonable efforts to cause such liens to be released. The Trappers Parcel is encumbered by the Trappers Lien. While the Predecessor believes that these third party liens are discharged pursuant to the terms of the Plan, the liens established by these mortgages were not removed from the title record or insured by the title Predecessor prior to June 30, 2010. Historical subordination agreements from the third parties holding such mortgages exist whereby such parties have agreed not to exercise remedies until Casino has exercised such remedies under a mortgage in favor of Casino on the same parcel (“Trappers Mortgage Release”).

In addition, the Credit Agreement contains financial covenants pursuant to which the Predecessor must achieve specified minimum EBITDA (as defined below) levels during twelve month periods ending on applicable test dates, and as of each fiscal year end, a Fixed Charge Coverage Ratio of not less than 1.05 to 1 (on a trailing twelve month basis).

“Fixed Charge Coverage Ratio” means EBITDA divided by Fixed Charges.

“EBITDA” means Net Income for the applicable period plus, without duplication and only to the extent deducted in determining Net Income, (i) depreciation and amortization expense for such period, (ii) interest expense, whether paid or accrued, for such period, (iii) all income taxes for such period, (iv) reasonable legal, accounting, consulting, advisory and other out-of-pocket expenses incurred in connection with on-going bankruptcy court proceedings related to the bankruptcy of Greektown Holdings, ended June 30, 2011, (v) for any fiscal quarter ended on or before June 30, 2012, specified non-recurring expenses, (vi) goodwill impairment charges, (vii) certain costs, fees and expenses relating to the proposed refinancing of the Senior Secured Notes or relating to the proposed stock acquisition by Athens, (vii) certain non-cash compensation expenses, (ix) non-cash purchase accounting adjustments, and (x) all other non-cash charges.

“Fixed Charges” means for any period, the sum, without duplication, of (i) all cash interest expense paid or payable in respect of such period on the funded debt of the borrower and its subsidiaries on a consolidated basis, plus (ii) all installments of principal or other sums paid or due and payable during such period by the borrower or any of its consolidated subsidiaries with respect to the funded debt (other than the advances and the original principal payment made with respect to permitted refinancing indebtedness), plus (iii) all income taxes paid or payable in cash during such period, plus (iv) all restricted payments paid or payable in cash in respect of such period by the borrower (other than dividends on capital stock of the borrower that were accrued and not paid), plus (v) all unfinanced capital expenditures of the borrower and its consolidated subsidiaries for such period (except certain excluded capital expenditures), plus (vi) all capitalized rent and lease expense of the borrower and its consolidated subsidiaries for such period, all as determined in accordance with GAAP.

Event of Default: The Revolving Loan contains certain events of default, including failure to make required payments; breaches of covenants which are not cured within a stated cure period or any representations and warranties in any material adverse respect; defaults under certain other indebtedness; certain judgments against the Company for the payment of money; failure to keep any material provision of any loan document valid, binding and enforceable; a change of control; an event of bankruptcy or insolvency; loss of the Company’s gaming licenses to the extent such loss is reasonably likely to cause a material adverse effect; the Company becomes the subject of certain enforcement actions if such enforcement action has not been dismissed or terminated within 60 days after commencement; or the Company becomes prohibited from conducting gaming activities for a period of greater than thirty consecutive days. A default could result in, among other things, a termination of the revolving credit commitment and acceleration of amounts outstanding under the Revolving Loan.

Further, the Predecessor and its subsidiaries had agreed to collaterally assign the mortgage in favor of the Predecessor as well as a mortgage under which a pre-bankruptcy affiliate of the Predecessor was the borrower (but as to which the Predecessor was also the beneficiary of a collateral assignment to secure the mortgage in favor of us) to the lenders under the Revolving Loan on a first-priority basis and to the holders of the Senior Secured Notes on a second-priority basis. However, if the subordination agreements and the collateral assignment of the mortgage in favor of the Predecessor and under which the Predecessor’s pre-bankruptcy affiliate was the borrower were determined not to be enforceable, such mortgages could be deemed to have a higher priority than the mortgage on such property that the Predecessor was granting to holders of the Senior Secured Notes.

In the event that the holders of such mortgages are able to exercise their rights under such mortgages, they would be entitled, among other remedies, to foreclose such liens which could result in the Company’s loss of title to such property.

As of December 31, 2013, the Company had $28.6 million of available borrowings under the Credit Agreement ($42.8 million of commitment less $12.8 million in borrowings in relation to the construction of the valet parking garage less outstanding letters of credit of $1.4 million).

At December 31, 2013, the Company was in compliance with its covenants under the Indenture and the Credit Agreement.

Michigan Gaming Control Board Covenant

We are subject to compliance with a regulatory fixed charge coverage ratio maintenance covenant required by the MGCB.

In connection with our emergence from Chapter 11, the MGCB order granting approval of our revised ownership structure, capitalization and management provides that we must comply with a minimum fixed charge coverage ratio maintenance covenant. The covenant requires us to maintain a ratio of EBITDA to fixed charges (each as defined in the order) on the last day of each calendar quarter of not less than 1.05 to 1.00.

FUTURE CASH FLOWS

Contractual Obligations and Commercial Commitments

As of December 31, 2013, the Company had the following contractual obligations and commercial commitments:


	Payment Due By Period (in thousands)

	Total		Less than 1 year			1-3 years			3-5 years			More than 5 years

Senior Secured Notes (1)	$	385,000		$	—		$	385,000		$	—	$	—
Interest on Senior Secured Notes (2)		100,100			50,050			50,050			—		—
Revolving Loan (3)		12,750			3,000			9,750			—		—
Interest on Revolving Loan (4)		326			326			—			—		—
Development Agreement (5)		—			—			—			—		—
Capital Lease Obligations (6)		7,700			336			672			672		6,020
Total	$	505,876		$	53,712		$	445,472		$	672	$	6,020

(1)	With respect to principal amortization, Greektown Holdings will be required to redeem the Senior Secured Notes in an amount equal to 50% of Consolidated Excess Cash Flow (defined in the definitive documentation as EBITDA less capital expenditures, less cash interest expense, less cash tax expense) for each fiscal year. All such Consolidated Excess Cash Flow redemption payments are to be made at 103% of principal being repaid. We did not include anticipated principal amortization based on Consolidated Excess Cash Flow in this schedule as these amounts are conditioned on Greektown Holdings achieving future EBITDA figures that are not determinable at this time. Rather, all principal amortization for purposes of this calculation is assumed to take place upon expiration of the Senior Secured Notes five years from June 30, 2010.

(2)	For the purposes of this calculation, interest payments were calculated by applying an interest rate of 13%, which is the rate of the Senior Secured Notes.


(3) (4)	With respect to principal amortization, Greektown Holdings is required to repay the Revolving Loan borrowings related to the new valet parking facility in quarterly installments equal to 1/20th of the $15.0 million outstanding, commencing April 2013 with the remaining balance due on January 1, 2015. For the purposes of this calculation, interest payments were calculated by applying an interest rate of 3.00%, which is Comerica’s prime rate of 2.50% plus 0.50% as of December 31, 2013.
(5) (6)	The Development Agreement requires us to pay the city of Detroit a daily fee in the amount of 1.0% of adjusted gross receipts, which will increase to 2.0% of adjusted gross receipts if our adjusted gross receipts exceed $400.0 million in any calendar year, beginning on the day such receipts are reached and continuing thereafter. We have not included these amounts in the table as the payments are conditioned on future adjusted gross receipts that are not determinable at this time. In addition, if and when the $400.0 million gross receipt number is satisfied, we will be required to pay a one-time fee of $4.0 million to the city of Detroit, which we did not include in the table above as we cannot determine whether we will exceed the $400.0 million in adjusted gross receipts for any particular year. We lease a portion of the casino complex known as the St. Mary’s School Building. In accordance with the provisions of the Leases topic of the FASB ASC, we account for this lease as a capital lease. The amounts listed reflect the minimum contractual lease payments under the lease agreement.

The Company expects that cash flow from operations together with our unused borrowing capacity under the Revolving Credit Facility will be sufficient to meet our obligations and commitments.

Inflation

We believe that general inflation had no significant impact on our business, results of operations, financial condition or cash flows during the years ended December 31, 2013 and 2012. Absent changes in competitive and economic conditions in the city of Detroit or specific events affecting the hotel and casino industry generally, we do not expect that inflation will have a significant impact on our operations in the future. Changes in specific prices, such as fuel and transportation prices, relative to the general rate of inflation may have a material adverse effect on the hotel and casino industry in general and, therefore, our business, results of operations, financial condition and cash flows.

Critical Accounting Policies, Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

We believe our application of accounting policies, and the estimates inherently required by the policies, are reasonable. These accounting policies and estimates are constantly reevaluated and adjustments are made when facts and circumstances dictate a change. Refer to Note 2— Summary of Significant Accounting Policies to the Consolidated Financial Statements presented in Item 8 of this report.

Net Revenues

The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Revenues from food and beverage and hotel operations are recognized at the time of sale or upon the provision of service. In accordance with the Revenue Recognition topic of the FASB ASC applied to circumstances where consideration is given by a vendor to a customer, the retail value of food, beverage, and other complimentary items furnished to customers without charge is included in revenues and then deducted as promotional allowances to arrive at net revenues.

Allowance for Doubtful Casino Accounts Receivable

Our gaming receivables consist predominantly of gaming markers issued to casino patrons on the gaming floor. We maintain strict controls over the issuance of markers and the collection of outstanding markers from patrons who fail to pay within a timely manner. Our methods of collection include the mailing of statements and delinquency notices, personal contacts through independent collection agencies and civil litigation.

We record an allowance for doubtful casino accounts receivable that represents our best estimate of the amount of probable credit losses in our existing accounts receivable. We assess the amount of the allowance on a quarterly basis based on historical write-off experience and review of returned gaming markers, past-due balances and individual collection analysis. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote.

Impairment of Long-lived Assets

The Company accounts for long-lived assets in accordance with the provisions of the Property, Plant, and Equipment topic of the FASB ASC. The Property, Plant, and Equipment topic of the FASB ASC requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. No events or changes in circumstances indicated that the carrying amount of the assets will not be recoverable. No impairment was recorded during the period ended December 31, 2013 or year ended December 31, 2012.

Goodwill and Intangible Assets

Goodwill represents the excess of acquisition value over fair value of assets acquired and liabilities assumed by Athens as of the Acquisition Date. The acquisition value and fair value of assets and liabilities assumed by Athens were determined by valuation professionals who used income and cost based methods, as appropriate. Refer to Note 3 “Athens Transaction” presented in Item 8 “Financial Statements and Supplementary Data” of this report for further information regarding the Athens Transaction. In accordance with accounting guidance related to goodwill and other intangible assets, the Company tests for impairment of goodwill and indefinite-lived intangible assets annually in the fourth quarter and in certain situations between those annual dates, if interim indicators of impairment arise.

Subsequent to our 2013 annual goodwill impairment testing as of October 1, 2013, we reversed $36.4 million of our deferred tax liability. The reversal of the deferred tax liability resulted in the carrying amount of the Company to exceed its fair value. As a result we performed an event-driven goodwill impairment test in the three months ended December 31, 2013. Based on the results of this event-driven impairment test we recorded a goodwill impairment charge of $42.1 million in the three months ended December 31, 2013. At December 31, 2013, the Company’s goodwill balance was $81.0 million. Refer to Note 9 - Income Taxes presented in Item 8 “Financial Statements and Supplementary Data” for additional information on the reversal of our deferred tax liability.

Goodwill is tested for impairment using a discounted cash flow model based on the estimated future results of the Company, discounted using the market participant-based, weighted-average cost of capital, and market indicators of terminal year capitalization rates.

Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually in the fourth quarter, by comparing the estimated fair value of the indefinite-life intangible asset to the carrying values using a discounted cash flow approach. Intangible assets with a definite life are amortized over their useful life, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically assesses the amortization period of intangible assets with definite lives based upon estimated future cash flows from related operations.

Inherent in the calculation of the fair value of goodwill and indefinite-lived intangible assets are various estimates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record impairment charges in future accounting periods. The Company’s estimates of cash flows are based on the current regulatory, political and economic climates, recent operating information, and the property’s forecasts. These estimates could be negatively impacted by changes in federal, state, or local regulations; economic downturns; or other events affecting various forms of travel and access to the Company’s properties.

Financing Fees

The Company capitalizes certain financing costs in accordance with the Debt topic of the FASB ASC. Accordingly, we begin capitalizing finance costs when activities in relation to the procurement of financing begin, and cease capitalization when all financing activities are substantially complete. Financing fees are amortized using the effective interest rate method.

Contingencies

We accrue for contingent obligations, including legal costs, when the obligation is probable and the amount can be reasonably estimated. As facts concerning contingencies become known we reassess our position and make appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters that are subject to change as events evolve and additional information becomes available. Refer to Note 11 – Commitments and Contingencies of the Consolidated Financial Statements as of December 31, 2013 as presented in Item 8 of this report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign exchange and commodity prices. We do not believe we are subject to material risk from adverse changes in foreign exchange or commodity prices. We are subject to market risk from adverse changes in interest rates.

Borrowings under the Revolving Loan bear interest at a variable rate, as discussed in the “Liquidity and Capital Resources” section above. If interest rates were to increase, interest expense with respect to the Revolving Loan borrowings would increase; however, the extent of such increase cannot be determined at this time.

We do no enter into derivative contracts for trading or speculative purposes, but we may enter into derivatives, particularly interest rate swaps, to reduce interest rate exposure arising from our borrowings under the Revolving Loan.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Contents

Report of Independent Registered Public Accounting Firm		51

Audited Consolidated Financial Statements

Consolidated Balance Sheets		52-53
Consolidated Statements of Operations		54
Consolidated Statements of Shareholders’ Equity/Membership Interest		55
Consolidated Statements of Cash Flows		56
Notes to Consolidated Financial Statements		57

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Greektown Holdings, LLC

We have audited the accompanying consolidated balance sheets of Greektown Holdings, LLC (Successor) as of December 31, 2013 and Greektown Superholdings, Inc. (Predecessor) as of December 31, 2012, and the related consolidated statements of operations, shareholders’ equity/membership interest, and cash flows for the nine months ended December 31, 2013 (Successor), the three months ended March 31, 2013 (Predecessor) and the year ended December 31, 2012 (Predecessor). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Greektown Holdings, LLC at December 31, 2013 and Greektown Superholdings, Inc. at December 31, 2012, and the consolidated results of their operations and their cash flows for the nine months ended December 31, 2013 (Successor), the three months ended March 31, 2013 (Predecessor) and the year ended December 31, 2012 (Predecessor), in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Detroit, Michigan

February 14, 2014

Greektown Holdings, L.L.C.

Consolidated Balance Sheets

(In Thousands, except share and per share data)


		Successor		Predecessor
		December 31,		December 31,
		2013		2012

Assets
Current assets:
Cash and cash equivalents	$	37,237	$	49,442
Accounts receivable – gaming, less allowance for doubtful accounts of $220 and $236 in 2013 and 2012, respectively		628		710
Accounts receivable – other, less allowance for doubtful accounts of $178 and $163 in 2013 and 2012, respectively		1,548		1,397
Inventories		432		458
Prepaid expenses		5,415		3,902
Prepaid Michigan Gaming Control Board annual fee		9,280		9,104
Prepaid municipal service fees		3,362		3,411
Deposits		175		1,632
Total current assets		58,077		70,056

Property, building, and equipment, net		335,805		342,417

Other assets:
Financing fees - net of accumulated amortization of $8,530 in 2012		152		8,235
Deposits and other assets		30		30
Casino development rights		177,700		117,800
Trade names - net of accumulated amortization of $2,130 in 2013		12,070		26,300
Rated player relationships - net of accumulated amortization of $2,655 and $34,500 in 2013 and 2012, respectively		15,045		34,500
Goodwill		81,011		110,252

Total assets	$	679,890	$	709,590

The accompanying notes are an integral part of the consolidated financial statements.

- 52 -

Greektown Holdings, L.L.C.

Consolidated Balance Sheets

(In Thousands, except share and per share data)

	Successor		Predecessor
	December 31,		December 31,
	2013		2012

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		10,003		17,503
Accrued interest		25,202		25,125
Accrued expenses and other liabilities		11,436		9,858
Current portion of revolving credit facility		3,000		3,000
Total current liabilities		49,641		55,486

Long-term liabilities:
Other accrued income taxes		9,460		9,165
Leasehold liability		1,929		—
Revolving credit facility, less current portion		9,750		12,000
Senior secured notes - net		403,592		371,843
Obligation under capital lease		4,693		2,472
Deferred income taxes		—		16,821
Total long-term liabilities		429,424		412,301

Total liabilities		479,065		467,787

Shareholders’ equity:
Series A-1 preferred stock at $0.01 par value;
1,688,268 shares authorized, 1,463,535 shares issued and outstanding at December 31, 2012		—		185,396
Series A-2 preferred stock at $0.01 par value;
645,065 shares authorized, 162,255 shares issued and outstanding at December 31, 2012		—		20,551
Series A-1 preferred warrants at $0.01 par value;
202,511 shares issued and outstanding at December 31, 2012		—		25,651
Series A-2 preferred warrants at $0.01 par value;
460,587 shares issued and outstanding at December 31, 2012		—		58,342
Series A-1 common stock at $1,045.00 par value;
4,354,935 shares authorized, 152,054 shares issued and outstanding at December 31, 2012		—		1
Series A-2 common stock at $0.01 par value; 645,065 shares authorized, no shares issued		—		—
Additional paid-in capital		—		14,429
Accumulated deficit		—		(62,567	)
Membership interest		200,825		—
Total Greektown Superholdings, Inc. shareholders’ equity/membership interest		200,825		241,803
Total liabilities and shareholders’ equity/membership interest	$	679,890	$	709,590

The accompanying notes are an integral part of the consolidated financial statements.

- 53 -

Greektown Holdings, L.L.C.

Consolidated Statements of Operations

(In Thousands, except share and per share data)

	Successor			Predecessor
	Nine Months Ended			Three Months Ended			Year Ended
	December 31,			March 31,			December 31,
	2013			2013			2012
Revenues
Casino	$	236,912		$	85,613		$	346,544
Food and beverage		17,627			5,939			22,827
Hotel		9,595			3,070			12,117
Other		4,811			1,491			5,414
Gross revenues		268,945			96,113			386,902
Less promotional allowances		44,272			15,035			55,186
Net revenues		224,673			81,078			331,716

Operating expenses
Casino		54,616			19,649			79,169
Gaming taxes		51,302			18,552			74,823
Food and beverage		12,611			4,287			15,492
Hotel		7,882			2,685			10,019
Marketing, advertising, and entertainment		6,122			2,014			7,899
Facilities		15,354			5,389			19,907
Depreciation and amortization		18,516			7,595			32,264
General and administrative expenses		35,559			12,036			48,155
Ownership transition and termination benefit expenses		3,145			2,964			—
Other		497			131			370
Goodwill impairment		42,055			—			—
Operating expenses		247,659			75,302			288,098
(Loss)/income from operations		(22,986	)		5,776			43,618

Other expenses
Interest expense, net		(38,224	)		(12,755	)		(50,581	)
Amortization of financing fees and accretion of premium/(discount) on senior notes		8,358			(2,007	)		(7,540	)
Refinancing expense		(157	)		(235	)		(1,732	)
Other income/(expense)		85			(188	)		(622	)
Total other expense, net		(29,938	)		(15,185	)		(60,475	)

Loss before income taxes		(52,924	)		(9,409	)		(16,857	)

Income tax expense — current		(221	)		(64	)		(211	)
Income tax benefit/(expense) — deferred		33,414			(1,682	)		(6,727	)
Net loss	$	(19,731	)	$	(11,155	)	$	(23,795	)

Loss per share:
Basic				$	(100.10	)	$	(274.64	)
Diluted				$	(100.10	)	$	(274.64	)

Weighted average common shares outstanding					154,312			149,146
Weighted average common and common equivalent shares outstanding					154,312			149,146

The accompanying notes are an integral part of the consolidated financial statements.

- 54 -

Greektown Holdings, L.L.C.

Consolidated Statement of Shareholders’ Equity

(In Thousands)

																											Total Greektown
	Common			Common		Preferred			Preferred									Additional									Holdings, L.L.C.						Total
	Stock			Stock		Stock			Stock			Preferred			Preferred			Paid-in			Accumulated			Membership			Equity/Membership			Noncontrolling			Shareholders’
	A-1			A-2		A-1			A-2			Warrants A-1			Warrants A-2			Capital			Deficit			Interest			Interest			Interest			Equity
Predecessor; Balance at January 1, 2012	$	1		$	—	$	185,396		$	20,551		$	25,651		$	58,342		$	13,652		$	(38,772	)										$	264,821
Net loss																						(23,795	)											(23,795	)
Stock based compensation																			777															777
Predecessor; Balance at December 31, 2012	$	1		$	—	$	185,396		$	20,551		$	25,651		$	58,342		$	14,429		$	(62,567	)										$	241,803
Net loss		—			—		—			—			—			—			—			(11,155	)											(11,155	)
Stock based compensation		—			—		—			—			—			—			198			—												198
Predecessor; Balance at March 31, 2013	$	1		$	—	$	185,396		$	20,551		$	25,651		$	58,342		$	14,627		$	(73,722	)										$	230,846

Impact of Athens Transaction		1			—		101,019			3,652			18,226			16,799			8,197			—			—			147,894			71,791			219,685
Acquisition of noncontrolling interest		—			—		30,699			10,951			—			24,654			1,207			—			—			67,511			(67,511	)		—
Stock based compensation		—			—		—			—			—			—			871			—			—			871			—			871
Net loss		—			—		—			—			—			—			—			(12,704	)		(6,132	)		(18,835	)		(896	)		(19,731	)
Equity Conversion		(1	)		—		(131,718	)		(14,603	)		(18,226	)		(41,453	)		(10,275	)		12,704			206,957			3,384			(3,384	)		—
Successor; Balance at December 31, 2013	$	—		$	—	$	—		$	—		$	—		$	—		$	—		$	—		$	200,825		$	200,825		$	—		$	200,825

The accompanying notes are an integral part of the consolidated financial statements.

- 55 -

Greektown Holdings, L.L.C.

Consolidated Statement of Cash Flows
(In Thousands)

	Successor			Predecessor
	Nine Months Ended			Three Months			Year Ended
	December 31,			Ended March 31,			December 31,
	2013			2013			2012
Operating activities
Net loss	$	(19,731	)	$	(11,155	)	$	(23,795	)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization		18,516			7,595			32,264
Amortization of finance fees and accretion of (premium)/discount on senior notes		(8,358	)		2,007			7,540
Goodwill impairment		42,055			—			—
Deferred income taxes		(33,414	)		1,682			6,727
Stock based compensation		871			198			777
Changes in current assets and liabilities:
Accounts receivable - gaming		(8	)		90			24
Accounts receivable - other		114			(265	)		(181	)
Inventories		5			21			(60	)
Prepaid expenses		(3,105	)		1,465			1,357
Deposits		1,457			—			(1	)
Accounts payable		(4,697	)		(2,803	)		(1,121	)
Accrued interest		12,524			(12,447	)		62
Accrued expenses and other liabilities		(3,209	)		10,106			503
Net cash provided by (used in) operating activities		3,020			(3,506	)		24,096

Investing activities
Capital expenditures		(1,788	)		(7,529	)		(40,300	)
Net cash used in investing activities		(1,788	)		(7,529	)		(40,300	)

Financing activities
Borrowings under revolving credit facility		—			—			15,000
Payments on revolving credit facility		(2,250	)		—			—
Financing fees paid		(152	)		—			(108	)
Net cash (used in) provided by financing activities		(2,402	)		—			14,892

Net decrease in cash and cash equivalents		(1,170	)		(11,035	)		(1,312	)
Cash and cash equivalents at beginning of period		38,407			49,442			50,754
Cash and cash equivalents at end of period	$	37,237		$	38,407		$	49,442

Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	25,354		$	25,126		$	50,268
Cash paid during the period for income taxes	$	—		$	—		$	—

The accompanying notes are an integral part of the consolidated financial statements.

- 56 -

Note 1. Organization, Background & Bankruptcy Consideration

Organization

Greektown Holdings, L.L.C is the successor by merger to Greektown Superholdings, Inc.

Note 2. Summary of Significant Accounting Policies

Presentation and Basis of Accounting

Due to the significance of the ownership interest acquired by Athens (the “Athens Transaction”) in accordance with the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 Business Combinations, we applied push-down accounting to the Company as an acquired business. We revalued the assets and liabilities based on their fair values at the date Athens acquired a controlling interest in the Company, effective April 1, 2013 (“Acquisition Date”), in accordance with business combination accounting standards (push-down accounting). Accordingly, a new basis of accounting had been established and, for accounting purposes, the old entity (the “Predecessor”) has been terminated and a new entity (the “Successor”) had been created. This distinction is made throughout this Annual report on Form 10-K through the inclusion of a vertical black line between the Predecessor and the Successor. See Note 3 for further information on the Athens Transaction.

The accompanying consolidated financial statements present the financial position of Greektown Holdings (Successor) and its wholly owned subsidiaries as of December 31, 2013 and Greektown Superholdings (Predecessor) as of December 31, 2012. The accompanying consolidated statements of operations, cash flows and stockholders’ equity/membership interest are included for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012.

Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management of the Company to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property, building, and equipment, intangible assets, asset impairments, accrued income taxes, valuation allowance for receivables, and certain other accrued liabilities. Actual results could differ from those estimates.

Casino Revenues

Greektown Casino recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Revenues from food and beverage and hotel operations are recognized at the time of sale or upon the provision of service.

- 57 -

Note 2. Summary of Significant Accounting Policies (continued)

Promotional Allowances

The retail value of food, beverage, and other complimentary items furnished to customers without charge is included in revenues and then deducted as promotional allowances. The promotional allowances are as follows (in thousands):

	Successor		Predecessor
	Nine Months Ended December 31,		Three Months Ended March 31,		Year Ended December 31,
	2013		2013		2012

Food and beverage	$	8,637	$	3,098	$	9,703
Hotel		2,029		621		2,827
	$	10,666	$	3,719	$	12,530

Cash and Cash Equivalents

The Company considers all highly liquid investment instruments with original maturities of three months or less to be cash equivalents.

Accounts and Notes Receivable and Allowance for Doubtful Accounts

Accounts receivable – gaming consist primarily of gaming markers issued to casino patrons on the gaming floor. A marker is a voucher for a specified amount of dollars negotiable solely within Greektown Casino. Markers are recorded at issued value and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience and review of returned gaming markers, past-due balances, and individual collection analysis. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

Inventories

Inventories, consisting of food and beverage items, are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Inventories totaled approximately $0.4 million as of December 31, 2013 and approximately $0.5 million as of December 31, 2012.

Property, Building, and Equipment

Property, building, and equipment were adjusted to fair value as of April 1, 2013, which represents a new cost basis, and were adjusted for depreciation in subsequent periods. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred and approximated $1.0 million, $0.3 million and $1.2 million for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively.

Financing Fees

The Company incurred certain financing costs in order to secure financing for its emergence from bankruptcy at June 30, 2010 and refinancing efforts in December 2012. These costs were capitalized and, for the bankruptcy emergence financing, were amortized over the term of the respective financing agreements until the Athens Acquisition. The amortization of these fees was $0.9 million and $5.1 million for the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively.

In connection with the refinancing efforts in the fourth quarter of 2013, the Company incurred certain financing costs. These costs were capitalized but not yet amortized as the refinancing was not finalized as of December 31, 2013.

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Note 2. Summary of Significant Accounting Policies (continued)

Goodwill and Intangible Assets

At December 31, 2013, goodwill represents the excess of acquisition value over fair value of assets acquired and liabilities assumed by Athens as of the Acquisition Date. The fair value of assets acquired and liabilities assumed by Athens were determined by valuation professionals who used income and cost based methods, as appropriate. See Note 3 for further information on the valuation of the assets acquired and liabilities assumed by Athens. In accordance with accounting guidance related to goodwill and other intangible assets, the Company tests for impairment of goodwill and indefinite-lived intangible assets annually in the fourth quarter and in certain situations between those annual dates, if interim indicators of impairment arise. Indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, by comparing the estimated fair value of the indefinite-lived intangible asset to the carrying value using a discounted cash flow approach. Intangible assets with a definite life are amortized over their useful life, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically assesses the amortization period of intangible assets with definite lives based upon estimated future cash flows from related operations and tests for impairment when indicators arise.

Subsequent to our 2013 annual goodwill impairment testing, and in connection with the Holdings Merger, we reversed our deferred tax liability, totaling $36.4 million, as the Company is no longer subject to federal taxes. The reversal of the deferred tax liability resulted in a significant increase in the carrying value of the Company, which caused it to exceed its fair value. As a result we performed an event-driven goodwill impairment test as of December 31, 2013. Based on the results of this event-driven impairment test we recorded a goodwill impairment charge of $42.1 million in the three months ended December 31, 2013. At December 31, 2013, the Company’s goodwill balance was $81.0 million. Refer to Note 9 for additional information on the reversal of our deferred tax liability.

Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually in the fourth quarter, by comparing the estimated fair value of the indefinite-lived intangible asset to the carrying values using a discounted cash flow approach. Indefinite-lived intangible assets were not impaired for the period ended December 31, 2013, as determined by the Company’s fourth quarter testing procedures. Intangible assets with a definite life are amortized over their useful life, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically assesses the amortization period of intangible assets with definite lives based upon estimated future cash flows from related operations and tests for impairment when indicators arise.

When performing our goodwill impairment testing, the fair value of the Company was determined based on valuation techniques using the best available information, primarily discounted cash flow projections. We make significant assumptions and estimates about the extent and timing of future cash flows, growth rates and discount rates that represent unobservable inputs into our valuation methodologies. The cash flows are estimated over a significant future period of time, which makes those estimates and assumptions subject to a high degree of uncertainty. Where available and as appropriate, comparative market multiples and the quoted market price of our common stock are used to corroborate the results of the discounted cash flow method. Assumptions used in our discounted cash flow analysis that have the most significant effect on the estimated fair value include our estimated weighted average cost of capital of 9.0% and our estimated long-term growth rate of 1.5%.

The valuation methodologies utilized to perform our goodwill impairment testing were consistent with those used in our application of purchase price accounting on April 1, 2013 and in any subsequent annual or event-driven goodwill impairment tests and utilized Level 3 measures. Because the fair value of goodwill can be measured only as a residual amount and cannot be determined directly we calculated the implied goodwill in the same manner that goodwill is recognized in a business combination pursuant to ASC 805 Business Combinations.

Inherent in the calculation of the fair value of goodwill and indefinite-lived intangible assets are various estimates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record impairment charges in future accounting periods. The Company’s estimates of cash flows are based on the current regulatory, political, and economic climates, recent operating information, and the property’s forecasts. These estimates could be negatively impacted by changes in federal, state, or local regulations; economic downturns; or other events affecting various forms of travel and access to the Company’s property.

Stock-Based Compensation

Stock-based compensation awards are determined based on the grant date fair value of the award and are expensed ratably over the service period of the award. Stock-based compensation expense recognized under all share-based arrangements for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 was $0.9 million, $0.2 million and $0.8 million, respectively (See Note 12).

Earnings per Share

Basic loss per common share (“EPS”) is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution from securities that could share in the earnings of the Company. Anti-dilutive securities are excluded from the calculation of diluted EPS (See Note 13). EPS was not presented for the Successor as the presentation is not meaningful due to the Holdings Merger.

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Note 2. Summary of Significant Accounting Policies (continued)

Reserve for Club Greektown

Greektown Casino sponsors a players club (“Club Greektown”) for its repeat customers. Members of the club earn points for playing the Company’s electronic video and table games.

Club Greektown members may redeem points for cash, and may also earn special coupons or awards. The Company estimates the cash value of points earned by club members and recognizes a related liability for any unredeemed points. The cash value of points earned, and reflected as a direct reduction in casino revenue, totaled $4.7 million, $1.7 million and $6.4 million for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively.

Advertising Expense

The Company expenses costs associated with advertising and promotion as incurred. Advertising and promotion expenses were approximately $5.6 million, $1.8 million and $6.7 million for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively.

Income and Other Taxes

Prior to the Holdings Merger in December 2013, the provision for income taxes was computed using the asset and liability method, under which deferred tax assets and liabilities were recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities were measured using the enacted tax rates that apply to taxable income in effect for the years in which those tax assets were expected to be realized or settled. The Company recorded a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As discussed in Note 1, the Holdings Merger in December 2013 resulted in a taxable liquidation of the Company, resulting in the reversal of the deferred taxes (See Note 9).

Due to the uncertainty in the ability to recognize these deferred tax assets, the Company recognized the tax benefit from an uncertain tax position only if it was more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

The Company recognizes interest and penalties related to unrecognized tax benefits within current income tax expense.

Impairment or Disposal of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of the Property, Plant, and Equipment topic of the FASB ASC, which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. No events or changes in circumstances indicated that the carrying amount of the Company’s long-lived assets will not be recoverable. No impairment was recorded during the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 or Predecessor year ended December 31, 2012 (See Note 4).

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value because of the short-term maturity of these instruments. As of December 31, 2013 and 2012, the fair value of the Senior Secured Notes was approximately $398.5 million and $412.4 million, respectively as determined by the Company, using available market information. Inputs used to calculate the fair value of the Senior Secured Notes have been derived principally from observable market data and therefore, the Company classifies the estimated fair value of the Senior Secured Notes as a level 2 measurement. In addition, the fair values of the capital lease obligation and Revolver Loan approximate their carrying values, as determined by the Company, using available market information (See Note 15).

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Note 2. Summary of Significant Accounting Policies (continued)

Concentrations of Risk

As of December 31, 2013 and 2012 approximately 1,422 and 1,410, respectively, of the Company’s employees were covered by collective bargaining agreements, including a majority of the Company’s hourly staff. In October 2011, the Company entered into a four year agreement with the Detroit Casino Council (“DCC”). The DCC union represents approximately 1,291 union members. In June 2012, the Company entered into a four year agreement with International Union, Security, Police, and Fire Professionals of America (“SPFPA”). The SPFPA union represents approximately 131 union members. We consider our relationship with our employees and the labor unions to be good.

During the Successor nine months ended December 31, 2013 and Predecessor year ended December 31, 2012, the Company paid $1.1 million and $0.2 million, respectively, in lump sum payments in lieu of compensation increases in accordance with the Ratification Agreements with the SPFPA and DCC. The Company had $1.3 million and $1.8 million recorded as a prepaid asset for such payments at December 31, 2013 and December 31, 2012, respectively.

During the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended 2012 approximately 95% of the Company’s patrons came from within a 100-mile radius of the property.

Recent Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, the Company has not yet determined the effect, if any, that the implementation of such proposed standards would have on its consolidated financial statements.

Note 3. Athens Transaction

As discussed in Note 1, in April 2013, Athens acquired from shareholders of the Predecessor 76.8% of the voting power of all securities of the Predecessor. In June 2013, Athens acquired from shareholders of the Predecessor an additional 20.8% of the voting power of all securities of the Predecessor, increasing Athens’ total voting power to 97.6%. Because of the significance of the ownership interest acquired, the Company applied push-down accounting of the acquisition by Athens. The Company revalued its assets and liabilities based on their fair values at the Acquisition Date, in accordance with FASB ASC 805 Business Combinations. As a result, the consolidated financial statements have been prepared to reflect the push-down accounting adjustments arising from these transactions. The preliminary purchase price allocation is based on all information currently available; however, it is preliminary in nature as the third party valuations have not been finalized.

Subsequent to the preliminary purchase price adjustment and related allocation, adjustments were made to the valuations of property, building, and equipment, net, casino development rights, trade names, and rated player relationships. Due to the change in these valuations, the valuations for deferred income taxes and goodwill were adjusted accordingly. The adjustments were not material to the previously reported amounts.

The updated purchase price adjustment and related allocation are shown below (in thousands):

	Predecessor		Successor
	Prior to Athens		Push-down			Subsequent to
	Transaction		Adjustments			Athens Transaction

Assets
Current assets	$	57,710	$	—		$	57,710

Property, building, and equipment, net		340,240		7,166			347,406

Other assets:
Financing fees		7,367		(7,367	)		—
Deposits and other assets		30		—			30
Casino development rights		117,800		59,900			177,700
Trade names		26,300		(12,100	)		14,200
Rated player relationships		31,050		(13,350	)		17,700
Goodwill		110,253		12,813			123,066

Total assets	$	690,750	$	47,062		$	737,812

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Note 3. Athens Transaction (continued)


	Predecessor			Successor
	Prior to Athens			Push-down			Subsequent to
	Transaction			Adjustments			Athens Transaction

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	14,700		$	—		$	14,700
Accrued interest		12,678			—			12,678
Accrued expenses and other liabilities		14,334			—			14,334
Current portion of revolving credit facility		3,000			—			3,000
Total current liabilities		44,712			—			44,712

Long-term liabilities:
Other accrued income taxes		9,239			—			9,239
Leasehold liability		—			1,907			1,907
Revolving credit facility, less current portion		12,000			—			12,000
Senior Secured Notes		372,982			38,968			411,950
Obligation under capital lease		2,467			2,439			4,906
Deferred income taxes		18,503			14,910			33,413

Total Liabilities		459,903			58,224			518,127

Shareholders’ equity:
Series A-1 preferred stock 1,688,268 shares authorized, 1,463,535 issued and outstanding at April 1, 2013		185,396			(84,377	)		101,019
Series A-2 preferred stock 645,065 shares authorized, 162,255 shares issued and outstanding at April 1, 2013		20,551			(16,899	)		3,652
Series A-1 preferred warrants 202,511 shares issued and outstanding at April 1, 2013		25,651			(7,425	)		18,226
Series A-2 preferred stock 460,587 shares issued and outstanding at April 1, 2013		58,342			(41,543	)		16,799
Series A-1 common stock 4,354,935 shares authorized, 152,054 shares issued and outstanding at April 1, 2013		1			—			1
Series A-2 common stock 645,065 shares authorized, no shares issued at April 1, 2013		—			—			—
Additional paid-in capital		14,627			(6,430	)		8,197
Accumulated deficit		(73,721	)		73,721			—
Total Greektown Superholdings, Inc. shareholders’ equity		230,847			(82,953	)		147,894
Noncontrolling interest		—			71,791			71,791
Total shareholders’ equity		230,847			(11,162	)		219,685
Total liabilities and shareholders’ equity	$	690,750		$	47,062		$	737,812

Valuation of Intangible Assets

Intangible assets related to Greektown Casino were revalued, as of the Acquisition Date, by valuation professionals who used income and cost based methods, as appropriate. Refer to Note 5 for further information regarding the valuation of intangible assets.

Valuation of Equity Interests of Athens

The equity interest of Athens was valued at the share purchase price of $90 per share as of the Acquisition Date, therefore the Company classifies the estimated fair value of the equity interest as a level 2 measurement.

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Note 3. Athens Transaction (continued)

Valuation of Noncontrolling Interest

Noncontrolling interest related to the Athens Acquisition was valued at the share purchase price of $90 per share as of the Acquisition Date, therefore the Company classifies the estimated fair value of the noncontrolling interest as a level 2 measurement.

Results of Operations on a Pro Forma Basis

The following unaudited pro forma consolidated financial statements of operations for years ended December 31, 2013 and 2012 includes adjustments to reflect the effect of push-down adjustments as if they had occurred on January 1, 2012. This unaudited pro forma consolidated statement of operations is provided for informational purposes only and does not purport to be indicative of the results which would have actually been attained had the push-down adjustments occurred on January 1, 2012 or that may be attained in the future.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands)

	(unaudited)
	Year Ended			Year Ended
	December 31,			December 31,
	2013			2012

Net Revenue	$	305,751		$	331,716
Net (Loss)/Income		(6,172	)		57,167

Note 4. Property, Building, and Equipment

Property, building, and equipment and related depreciable lives as of December 31, 2013 and 2012 were as follows (in thousands):

	Successor			Predecessor
	As of December 31,			As of December 31,
	2013			2012			Depreciable Lives

Land	$	23,880		$	36,518			—
Gaming building and improvements		95,248			115,725		3–35 years
Gaming equipment and furnishings		17,654			34,381		3–36 years
Non-gaming buildings and improvements		185,337			143,803		7-51 years
Non-gaming office furniture and equipment		20,312			29,731		5–36 years
Construction-in-progress		7,141			37,108			—
		349,572			397,266
Less accumulated depreciation and amortization		(13,767	)		(54,849	)
Property, building, and equipment, net	$	335,805		$	342,417

Depreciation expense includes the amortization related to the asset under capital lease obligation. Depreciation expense was $13.8 million and $18.5 million for the Successor nine months ended December 31, 2013 and Predecessor year ended December 31, 2012, respectively.

Note 5. Goodwill & Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of tangible and identified intangible net assets upon the application of push-down accounting. Greektown recorded goodwill of $123.1 million upon the application of push-down accounting in April 2013. The Company recorded impairment of goodwill of $42.1 million during the three months ended December 31, 2013, resulting in goodwill of $81.0 million as of December 31, 2013.

The amount of goodwill that is expected to be deductible for tax purposes is $83.0 million, the net historical basis as of the Acquisition Date.

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Note 5. Goodwill & Intangible Assets (continued)

Intangible assets related to Greektown Casino were valued by valuation professionals who used income and cost based methods, as appropriate. The Greektown trade name was valued based on the relief from royalty method, which is a function of projected revenue, the royalty rate that would hypothetically be charged by a licensor of an asset to an unrelated licensee and a discount rate. The royalty rate was based on factors such as age, market competition, absolute and relative profitability, market share and prevailing rates from similar assets to reach a 1% royalty rate. The discount rate applied was 12.0%, based on the weighted average cost of capital of the property benefiting from the trade name. Due to the significance of the projected revenue input, the Company classifies the estimated fair value of the trade name as a level 3 measurement.

The Greektown rated player relationships were valued based on the avoided cost and lost profits method, which estimates the hypothetical loss of profits if the Company no longer had the rated player relationships and also the hypothetical cost to acquire rated player relationships. The discount rate applied was 12.0%, based on weighted average cost of capital of the property benefiting from the rated player relationships. Due to the significance of the hypothetical loss of profits and acquisition costs as inputs, the Company classifies the estimated fair value of the rated player relationships as a level 3 measurement.

Other identifiable intangible assets consist of the following (in thousands):

Other Identifiable Intangible assets	Gross Amount		Accumulated Amortization		Net Intangible Asset		Assumed Useful Life

Trade names	$	14,200	$	2,130	$	12,070	5 years
Rated player relationships		17,700		2,655		15,045	5 years
Casino development rights		177,700		—		177,700	Indefinite
Total other identifiable intangible assets	$	209,600	$	4,785	$	204,815

Amortization expense related to definite-lived assets was approximately $4.8 million for the Successor nine months ended December 31, 2013, $3.5 million for the Predecessor three months ended March 31, 2013 and $13.8 million for the Predecessor year ended December 31, 2012. Annual amortization expense for the years ended December 31, 2014, 2015, 2016 and 2017 is estimated to be approximately $6.4 million for each of the respective years, and approximately $1.6 million for the year ended December 31, 2018.

The Company complies with the provisions of the Intangible Assets – Goodwill and Other topic of the FASB ASC, which provides guidance on how identifiable intangible assets should be accounted for upon acquisition and subsequent to their initial financial statement recognition. This topic requires that identifiable intangible assets with indefinite lives be capitalized and tested for impairment at least annually by comparing the fair values of those assets with their recorded amounts. Accordingly, the Company performs its impairment test in the fourth quarter of each year by comparing the assets’ estimated fair value to the related carrying value as of that date. The indefinite lived assets were not impaired for the period ended December 31, 2013, as determined by Company's annual impairment testing procedures.

Note 6. Debt

Exit Facility

Purchase Agreement; Indenture; Notes

On June 25, 2010, the Predecessor entered into a purchase agreement (the “Purchase Agreement”), by and between the Predecessor and Goldman, Sachs & Co. (the “Initial Purchaser”), pursuant to which the Predecessor agreed to issue and sell, and the Initial Purchaser agreed to purchase, $280.2 million principal amount of its Series A 13% Senior Secured Notes due 2015 (the “Series A Notes”) and $104.8 million principal amount of its Series B 13% Senior Secured Notes due 2015 (the “Series B Notes” and, together with the Series A Notes, the “Senior Secured Notes”), which are guaranteed (the “Guarantees”) by substantially all of the Predecessor’s domestic subsidiaries (the “Guarantors” and, together with the Company’s, the “Obligors”), which subsidiaries executed a joinder to the Purchase Agreement on June 30, 2010.

The Senior Secured Notes were issued pursuant to an indenture, dated as of June 30, 2010 (the “Indenture”), among the Predecessor, the Guarantors, and Wilmington Trust FSB, as trustee.

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Note 6. Debt (continued)

Also on December 20, 2013, Greektown Holdings, the Greektown Mothership, the Trustee and the other parties thereto entered into Supplemental Indenture No. 2, pursuant to which Greektown Holdings, as successor by merger to Greektown Superholdings, assumed all obligations of Greektown Superholdings as an issuer under the Indenture.

Guarantees: The obligations of the Obligors under the Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a second-priority senior secured basis by all of the Company’s current and future domestic subsidiaries, subject to certain exceptions.

Security: The Senior Secured Notes and the related Guarantees are secured by (i) a second-priority lien on substantially all of the properties and assets of the Company and each Guarantor, whether now owned or hereafter acquired, except certain excluded assets and (ii) a second-priority pledge of all the capital stock of all the subsidiaries of the Predecessor, subject to certain limitations (in each case subject to certain permitted prior liens and liens securing certain permitted priority lien debt, including borrowings under the Predecessor’s Revolving Loan agreement described below).

Optional Redemption: On or after January 1, 2013, the Company may redeem some or all of the Senior Secured Notes at any time at the redemption prices specified in the Indentures plus accrued and unpaid interest and special interest, if any, to the applicable redemption date.

Mandatory Redemption: The Senior Secured Notes are subject to mandatory disposition or redemption following certain determinations by applicable gaming regulatory authorities.

The Senior Secured Notes are subject to mandatory redemption, at 103% of their principal amount plus accrued and unpaid interest and special interest, if the Company has consolidated excess cash flow, as defined in the Indenture, for any fiscal year commencing with the fiscal year ended December 31, 2010. No excess cash flow payments were required to be made by the Company for the fiscal year ended December 31, 2013.

If the Company experiences certain change of control events, the Company must offer to repurchase the Senior Secured Notes at 101% of their principal amount, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date.

As a result of the change of control, the Company commenced a change of control offer on April 22, 2013 to purchase any and all of its outstanding Senior Secured Notes under the Indenture. None of the Senior Secured Notes were validly tendered prior to the deadline on June 18, 2013.

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Note 6. Debt (continued)

We are exploring alternatives to our current capital. In connection with any such refinancing, we may redeem the Senior Secured Notes in accordance with the terms set forth in the Indenture at the price specified in the Indenture (103.5% from January 1, 2014 through December 31, 2014; and par thereafter). The Company has engaged investment banks to obtain refinancing of the Senior Secured Notes and the Revolving Loan facility. There is no assurance when or whether any such refinancing will be consummated as it will be dependent upon, among other factors, general economic and market conditions. Any refinancing would be subject to approval from the MGCB.

Revolving Loan Agreement

On June 30, 2010, the Predecessor entered into a credit agreement with Comerica Bank for the revolving loan facility (the “Revolving Loan”). On July 6, 2011, July 8, 2011, May 24, 2012, March 18, 2013, June 13, 2013 and December 20, 2013, the Company and Comerica Bank agreed to certain modifications to the Credit Agreement (as so amended, the “Credit Agreement”).

General: The Credit Agreement provides for the Revolving Loan, which expires on January 1, 2015. The maximum expiration of individual letters of credit is twelve m

Greektown Superholdings, Inc. 10-K