UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September~~January 1926, ~~2014~~2016

NGA HoldCo, LLC

(Exact name of registrant as specified in its charter)



Nevada (State or other jurisdiction of incorporation)	0-52734 (Commission File Number)	20-8349236 (IRS Employer Identification No.)

21 Waterway Avenue, Suite 150

The Woodlands, TX 77380

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 713-559-7400

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

On ~~September 19~~January 26, ~~2014~~2016, ~~Eldorado~~NGA ~~Resorts~~AcquisitionCo, ~~Inc.~~LLC (“AcquisitionCo”), athe ~~Nevada~~indirect ~~corporation~~wholly-owned ~~formerly~~subsidiary ~~known~~of asNGA ~~Eclair~~HoldCo, ~~Holdings~~LLC ~~Company~~ (the “~~Issuer~~Company”), ~~announced~~made ~~that~~a ~~MTR~~loan ~~Gaming~~to ~~Group~~Newport Global Opportunities Fund I-A LP, ~~Inc.~~a Nevada limited liability company (the “~~MTR~~Newport Fund”) in the principal amount of $4,900,000. The principal amount of the loan is due and ~~Eldorado~~payable ~~HoldCo~~180 ~~LLC~~days ~~(“HoldCo”)~~following ~~combined~~the ~~their~~date ~~businesses~~of ~~through~~the ~~two~~loan. ~~simultaneous~~Interest ~~mergers~~on (the ~~“Mergers”)~~unpaid ~~that~~principal ~~were~~amount ~~consummated~~from ~~pursuant~~time to antime ~~Agreement~~outstanding ~~and~~is ~~Plan~~payable at a rate of ~~Merger,~~5% ~~dated~~per asannum. ofThe ~~September 9,~~Newport ~~2013~~Fund may, aswithout ~~amended~~premium onor ~~November 18~~penalty, ~~2013,~~prepay ~~February 13,~~all ~~2014~~or ~~and~~any ~~May 13,~~portion ~~2014,~~of bythe ~~and~~outstanding ~~among~~principal ~~MTR~~balance, ~~HoldCo,~~provided the ~~Issuer~~prepayment ~~and~~is ~~certain~~accompanied ~~affiliates~~by payment of the ~~Issuer~~accrued ~~and~~interest ~~HoldCo~~on (the ~~“Merger~~amount ~~Agreement”). In~~of ~~accordance~~principal ~~with~~prepaid, calculated to the ~~Merger~~date ~~Agreement,~~of ~~upon~~the ~~consummation~~prepayment. ofThe promissory note evidencing the ~~Mergers~~loan, awhich ~~17.0359%~~may ~~interest~~not inbe ~~HoldCo~~assigned ~~owned~~or transferred by ~~NGA~~the ~~HoldCo~~Company ~~LLC~~without (the ~~“Company”)~~prior ~~indirectly~~written ~~through~~consent ~~its~~of ~~wholly~~the ~~owned~~Newport ~~subsidiary~~Fund, ~~Acquisition~~contains ~~Co,~~customary ~~LLC,~~default ~~was~~provisions. ~~exchanged~~The ~~for~~Newport ~~3,978,573~~Fund ~~shares~~is ofan indirect investor in the ~~Issuer’s~~Company ~~common~~through ~~stock~~its investment in NGA No VoteCo, $0LLC.~~00001~~ ~~par~~In ~~value~~addition, ~~representing~~the ~~approximately~~Newport ~~8.6%~~Fund, ofan ~~such~~affiliate ~~shares~~of ~~issued~~Newport ~~and~~Global ~~outstanding~~Advisors ~~upon~~LP ~~consummation~~(“Newport”), ofis ~~the~~managed ~~Mergers.~~ by Timothy T. Janszen, ~~the~~Ryan ~~Company’s~~Langdon ~~Operating~~and ~~Manager~~Roger ~~was~~A. May, ~~prior~~who toare the ~~consummation~~managers of the ~~Mergers~~Company, athe ~~manager~~members and managers of ~~HoldCo~~NGA VoteCo, ~~which~~LLC, ~~became~~and aprincipals ~~wholly~~of ~~owned~~Newport. ~~subsidiary~~AcquisitionCo offunded the ~~Issuer~~loan ~~upon~~to ~~consummation~~the Newport Fund by borrowing $4,900,000 from Credit Suisse on January 26, 2016. The loan from Credit Suisse is secured by a pledge of the ~~Mergers~~shares of Eldorado Resorts, LLC common stock owned by AcquisitionCo.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NGA HOLDCO, LLC
Date: September 30, 2014	By:	/s/ Timothy T. Janszen
Date: February 1, 2016	By:	/s/ Timothy T. Janszen
		Timothy T. Janszen, Operating Manager

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