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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period              to

Commission File No. 0-52734





NGA HOLDCO, LLC

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 20-8349236                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

22 Waterway Avenue, Suite 150

The Woodlands, TX 77380

(Address of principal executive offices)

Telephone: (713) 559-7400

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    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   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                                                                       |  |                             
|---------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                                             |  | Accelerated filer   ̈        
|Non-accelerated filer   ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x









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FORWARD LOOKING STATEMENTS MAY PROVE INACCURATE

Certain statements in this report contain or may contain information that is forward-looking. Actual results may differ materially from those described
in the forward-looking statements and will be affected by a variety of risks and factors including but not limited to the following: the inability of regulated entities and certain managers, officers, key employees and other affiliates of the
Company or Eldorado Resorts LLC (Resorts) to obtain gaming licenses or permits in jurisdictions where the current or planned business of the Company or Resorts requires such licenses or permits; the limitation, conditioning, revocation
or suspension of any such gaming licenses or permits; a finding of unsuitability or denial of licenses or permits by regulatory authorities with respect to any manager, officer, or key employee of the Company or Resorts required to be found
suitable; loss or retirement of managers, officers or key employees of the Company or Resorts; increased competition in existing markets or the opening of new gaming jurisdictions (including on Native American lands); the inability of Resorts to
maintain and improve its existing gaming facilities; the inability of the Company or an entity in which the Company invests to consummate the planned acquisition of a gaming opportunity; the inability to retain key leases; a decline in the public
acceptance or popularity of gaming; increases in or new taxes or fees imposed on gaming revenues or gaming devices; significant increases in fuel or transportation prices; adverse economic conditions; and severe or unusual weather in key markets. In
addition, any financings consummated by Resorts, the entity in which the Company holds an equity investment, or its subsidiaries may substantially increase the leverage and other fixed charge obligations of those entities. The level of indebtedness
and other fixed charge obligations of Resorts and its subsidiaries could have important consequences, including but not limited to the following: (1) a substantial portion of Resorts and its subsidiaries cash flow from operations
could be dedicated to debt service and other fixed charge obligations and thus not be available for other purposes; (2) Resorts and its subsidiaries ability to obtain additional financing in the future for working capital, capital
expenditures or acquisitions may be limited; and (3) Resorts and its subsidiaries level of indebtedness could limit their flexibility in reacting to changes in the gaming industry, their respective jurisdictions and economic
conditions generally. Readers should carefully review this report in its entirety, including but not limited to the Companys financial statements and the notes thereto. This report should also be read in conjunction with the Companys
annual report on Form 10-K for the year ended December 31, 2008.



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NGA HOLDCO, LLC

FORM 10-Q

INDEX



|                              |  |                                                                                                                    |  |         
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --------
|                              |  |                                                                                                                    |  | Page No.
|PART I. FINANCIAL INFORMATION |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 1.                       |  | Financial Statements:                                                                                              |  | 1       
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008                         |  | 1       
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and 2008       |  | 2       
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Statement of Changes in Members Equity for the Three Months Ended March 31, 2009 |  | 3       
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008       |  | 4       
|                              |  |                                                                                                                   
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                     |  | 5       
|                              |  |                                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 11      
|                              |  |                                                                                                                   
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                         |  | 12      
|                              |  |                                                                                                                   
|Item 4.                       |  | Controls and Procedures                                                                                            |  | 12      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 6.                       |  | Exhibits                                                                                                           |  | 13      
|                              | 
|SIGNATURES                    |  | 14                                                                                                                



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PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                   |  |                |            |   |                   |   |            |  
|-------------------------------------------------- |  | -------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                   |  | March 31, 2009 |            |   | December 31, 2008 |  
|ASSETS                                             |  |                |            |   |                   |   |            |  
|Current Assets:                                    |  |                |            |   |                   |   |            |  
|Cash and cash equivalents                          |  | $              | 262,974    |   |                   | $ | 262,938    |  
|Federal tax asset                                  |  |                | 280,824    |   |                   |   | 235,000    |  
|                                                   |  |                |            |   |                   |   |            |  
|Total current assets                               |  |                | 543,798    |   |                   |   | 497,938    |  
|Deferred federal tax asset                         |  |                | 2,472,163  |   |                   |   | 2,472,163  |  
|Investment in Resorts                              |  |                | 29,499,495 |   |                   |   | 29,666,633 |  
|Due from related party                             |  |                | 5,179,772  |   |                   |   | 5,179,772  |  
|                                                   |  |                |            |   |                   |   |            |  
|Total Assets                                       |  | $              | 37,695,228 |   |                   | $ | 37,816,506 |  
|                                                   |  |                |            |   |                   |   |            |  
|LIABILITIES AND MEMBERS EQUITY                    |  |                |            |   |                   |   |            |  
|Current Liabilities:                               |  |                |            |   |                   |   |            |  
|Accounts payable and accrued liabilities           |  | $              | 102,816    |   |                   | $ | 22,225     |  
|                                                   |  |                |            |   |                   |   |            |  
|Total current liabilities                          |  |                | 102,816    |   |                   |   | 22,225     |  
|Due to related party                               |  |                | 1,748,754  |   |                   |   | 1,719,870  |  
|                                                   |  |                |            |   |                   |   |            |  
|Total Liabilities                                  |  |                | 1,851,570  |   |                   |   | 1,742,095  |  
|                                                   |  |                |            |   |                   |   |            |  
|Members Equity:                                   |  |                |            |   |                   |   |            |  
|Class A unit (1 Unit issued and outstanding)       |  |                | 3,806      |   |                   |   | 3,806      |  
|Class B units (9,999 Units issued and outstanding) |  |                | 36,322,652 |   |                   |   | 36,322,652 |  
|Accumulated deficit                                |  |                | (482,800   | ) |                   |   | (252,047   | )
|                                                   |  |                |            |   |                   |   |            |  
|Total Members equity                              |  |                | 35,843,658 |   |                   |   | 36,074,411 |  
|                                                   |  |                |            |   |                   |   |            |  
|Total Liabilities & Members equity                |  | $              | 37,695,228 |   |                   | $ | 37,816,506 |  
|                                                   |  |                |            |   |                   |   |            |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



|                                     |  |                                 |          |   |                                 |   |          |  
|------------------------------------ |  | ------------------------------- | -------- | - | ------------------------------- | - | -------- | -
|                                     |  | Three MonthsEndedMarch 31, 2009 |          |   | Three MonthsEndedMarch 31, 2008 |  
|Loss:                                |  |                                 |          |   |                                 |   |          |  
|Equity loss on Resorts               |  | $                               | (167,138 | ) |                                 | $ | (444,467 | )
|                                     |  |                                 |          |   |                                 |   |          |  
|Total loss                           |  |                                 | (167,138 | ) |                                 |   | (444,467 | )
|Expenses:                            |  |                                 |          |   |                                 |   |          |  
|Legal, licensing, and other expenses |  |                                 | 109,439  |   |                                 |   | 178,852  |  
|                                     |  |                                 |          |   |                                 |   |          |  
|Net loss before income taxes         |  |                                 | (276,577 | ) |                                 |   | (623,319 | )
|Income tax benefit                   |  |                                 | 45,824   |   |                                 |   | 171,238  |  
|                                     |  |                                 |          |   |                                 |   |          |  
|Net loss                             |  | $                               | (230,753 | ) |                                 | $ | (452,081 | )
|                                     |  |                                 |          |   |                                 |   |          |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS EQUITY



|                           |  |             |       |              |   |                    |  |   |                     |   |  |   |            |  
|-------------------------- |  | ----------- | ----- | ------------ | - | ------------------ |  | - | ------------------- | - |  | - | ---------- | -
|                           |  | Class AUnit |       | Class BUnits |   | AccumulatedDeficit |  |   | TotalMembersEquity |  
|Balance, December 31, 2008 |  | $           | 3,806 |              | $ | 36,322,652         |  | $ | (252,047            | ) |  | $ | 36,074,411 |  
|Net Loss                   |  |             |      |              |   |                   |  |   | (230,753            | ) |  |   | (230,753   | )
|                           |  |             |       |              |   |                    |  |   |                     |   |  |   |            |  
|Balance, March 31, 2009    |  | $           | 3,806 |              | $ | 36,322,652         |  | $ | (482,800            | ) |  | $ | 35,843,658 |  
|                           |  |             |       |              |   |                    |  |   |                     |   |  |   |            |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                            |  |                                 |          |   |                                 |   |          |  
|------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ------------------------------- | - | -------- | -
|                                                                                            |  | Three MonthsEndedMarch 31, 2009 |          |   | Three MonthsEndedMarch 31, 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                                 |          |   |                                 |   |          |  
|Net loss                                                                                    |  | $                               | (230,753 | ) |                                 | $ | (452,081 | )
|Adjustments to reconcile loss from operations to net cash provided by operating activities: |  |                                 |          |   |                                 |   |          |  
|Equity loss on Resorts                                                                      |  |                                 | 167,138  |   |                                 |   | 444,467  |  
|Increase in federal tax asset                                                               |  |                                 | (45,824  | ) |                                 |   | (183,948 | )
|Increase in accounts payable and accrued liabilities                                        |  |                                 | 80,591   |   |                                 |   | 51,682   |  
|Increase in due to related parties                                                          |  |                                 | 28,884   |   |                                 |   | 362,180  |  
|Decrease in federal tax liability                                                           |  |                                 |         |   |                                 |   | (222,300 | )
|                                                                                            |  |                                 |          |   |                                 |   |          |  
|Net cash provided by operating activities:                                                  |  | $                               | 36       |   |                                 | $ |         |  
|                                                                                            |  |                                 |          |   |                                 |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |                                 |          |   |                                 |   |          |  
|Net cash provided by investing activities:                                                  |  | $                               |         |   |                                 | $ |         |  
|                                                                                            |  |                                 |          |   |                                 |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                                 |          |   |                                 |   |          |  
|Net cash provided by financing activities:                                                  |  | $                               |         |   |                                 | $ |         |  
|                                                                                            |  |                                 |          |   |                                 |   |          |  
|Net increase in cash                                                                        |  | $                               | 36       |   |                                 | $ |         |  
|                                                                                            |  |                                 |          |   |                                 |   |          |  
|Cash at beginning of the year                                                               |  | $                               | 262,938  |   |                                 | $ |         |  
|                                                                                            |  |                                 |          |   |                                 |   |          |  
|Cash at end of the year                                                                     |  | $                               | 262,974  |   |                                 | $ |         |  
|                                                                                            |  |                                 |          |   |                                 |   |          |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization

NGA HoldCo, LLC, a Nevada limited liability company (the Company), was formed on January 8, 2007 at the direction of
Newport Global Opportunities Fund LP (Newport), a Delaware limited partnership, for the purpose of holding equity, either directly or indirectly through affiliates, in one or more entities related to the gaming industry. The unaudited
condensed consolidated financial statements represent the financial position and results of operations of the Company and its two wholly owned subsidiaries; NGA Blocker, LLC (Blocker) and NGA Acquisition Co. LLC (Acquisition
Co).

On December 14, 2007, the date of the closing of its acquisition of a 17.0359% interest in Eldorado Resorts, LLC, a Nevada
Limited Liability Company (Resorts), the Company transferred in part to Resorts and in part to Donald L. Carano (Carano), respectively, free and clear of any liens, ownership of a total of $38,045,363 original principal
amount of First Mortgage Bonds due 2012, co-issued by Eldorado Casino Shreveport Joint Venture (the Louisiana Partnership), and Shreveport Capital Corporation, a wholly owned subsidiary of the Louisiana Partnership (the New
Shreveport Notes), together with 11,000 preferred shares in exchange for a 17.0359% interest in Resorts. In May 2007, Newport contributed 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the preferred shares held
since August 2006 (collectively, the Eldorado Shreveport Investments) to the Company. These Eldorado Shreveport Investments were transferred to the Company at the fair value as of the transfer date.

The Company has had no revenue generating business since inception. Its current business plan consists primarily of its holding of a 17.0359% equity
interest in Resorts. Resorts owns and operates the Eldorado Hotel and Casino (the Eldorado-Reno) located in Reno, Nevada. Through two wholly owned subsidiaries, Resorts also owns all of the partnership interest of the Louisiana
Partnership, and operates, pursuant to a management agreement, the Eldorado Shreveport Hotel and Casino in Shreveport, Louisiana (the Eldorado-Shreveport), which is owned by the Louisiana Partnership. Eldorado Limited Liability Company
(ELLC), a Nevada limited liability company 96.1858% owned by Resorts, is a 50% joint venture partner in a general partnership that owns and operates the Silver Legacy Resort Casino (Silver Legacy), a hotel and casino property
adjacent to Eldorado-Reno. Resorts also owns a 21.25% interest in Tamarack Junction, a small casino in South Reno.

The Companys one
issued and outstanding Class A Unit, representing all of its voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (VoteCo). All of the Companys issued and outstanding Class B Units, representing all of
its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada limited liability company (InvestCo). VoteCo is owned by Thomas R. Reeg, Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 30% interest, and Roger A. May, who owns
a 10% interest. Messrs. Reeg, Janszen, Langdon and May collectively are referred to as the VoteCo Equityholders. InvestCo is owned by Newport, a Delaware limited partnership formed primarily for the purpose of seeking long-term capital
appreciation and current income by acquiring, holding and disposing of investments made in distressed debt securities and equities. Newport holds all of InvestCos issued and outstanding voting securities. At present, the Company has no plans
to issue any additional Class A Units or Class B Units.

The VoteCo Equityholders, through VoteCo, control all matters of the Company
that are subject to the vote of members, including the appointment and removal of managers. Messrs. Reeg, Janszen, Langdon and May are the Companys managers and Mr. Reeg is also the Companys operating manager. The Class B Units
issued to InvestCo allow it and its investors to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any of the
power to control the operations or affairs of the Company afforded to the holders of the Class A Units, they and their respective constituent equityholders would generally be required, in connection with the Companys investment in
Resorts, to be licensed or found suitable under the gaming laws and regulations of the States of Nevada and Louisiana as well as various local regulations in those states.

VoteCo, InvestCo, the Company and each of the Companys wholly owned subsidiaries are managed by Thomas R. Reeg, the operating manager of each
entity. NGA Blocker, LLC, a Nevada limited liability company (Blocker), is a holding company that has elected to be taxed as a corporation. Because Blocker is a separately taxed, non-flow through entity, Blocker will be taxed on its
share of the income relating to the Companys investment in Resorts rather than the Companys investors.

The Companys
acquisition in December 2007 of a 17.0359% interest in Resorts was pursuant to the terms and conditions of a Purchase Agreement, dated July 20, 2007 (the Purchase Agreement). The parties to the Purchase Agreement were Resorts,
AcquisitionCo, which is the subsidiary through which the Company acquired its interest in Resorts, and Carano, the presiding member of Resorts Board of Managers and the Chief Executive Officer of Resorts from whom a portion of the 17.0359%
interest was acquired. The closing of this transaction occurred on December 14, 2007 (Closing) after necessary gaming licenses and approvals were obtained from Nevada and Louisiana, respectively. The Company owns indirectly through
its subsidiaries 17.0359% of Resorts, and Carano or members of his family own directly or indirectly approximately 51% of Resorts. Carano continues in the roles in the management of Resorts in which he served prior to Closing.



The 17.0359% equity interest in Resorts acquired by the Company includes a new
14.47% membership interest acquired directly from Resorts (the 14.47% Interest) and a previously outstanding 3% membership interest (that, as a result of the issuance of the 14.47% Interest, was reduced to a 2.5659% interest) acquired
from Carano (the 2.5659% Interest). Subject to the closing adjustment described below, in consideration for its equity interest, AcquisitionCo:



| |  |  | transferred to Resorts, free and clear of any liens, ownership of $31,133,250 original principal amount of the New Shreveport Notes together with the right to all
interest paid with respect thereto after the closing date, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | transferred to Carano, free and clear of any liens, $6,912,113 original principal amount of New Shreveport Notes together with the right to all interest paid with
respect thereto after the closing date and a preferred stock equity interest representing a capital contribution amount of $286,889 issued by Shreveport Gaming Holdings, Inc. (SGH), then a partner of the Louisiana Partnership that is not
affiliated with Resorts or the Company.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At closing, Resorts and Carano paid Newport in cash the respective amounts owed
to AcquisitionCo for interest on the respective amounts of New Shreveport Notes received at closing that was accrued and unpaid through the date of closing.

Under the terms of the Purchase Agreement, Resorts was entitled, prior to or immediately following the Companys acquisition of its interest in Resorts, to make a distribution to the members of Resorts other than
AcquisitionCo of up to $10 million. On July 25, 2007 Resorts made the $10 million distribution to its members which was funded through borrowings under Resorts credit facility as permitted by the Purchase Agreement.



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements(Continued)



2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Company
prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

Cash and Cash Equivalents

Cash and
cash equivalents include all highly liquid instruments purchased with an original maturity of three months or less at the time of purchase. Cash equivalents are stated at cost plus accrued interest, which approximates fair value.

Investment in Resorts

The Company
accounts for its 17.0359% investment in Resorts using the equity method of accounting in accordance with Emerging Issues Task Force (EITF) D-46 Accounting for Limited Partnership Investments . The Company considers
whether the fair values of any of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such
decline to be other than temporary, then a write-down would be recorded to estimate fair value.

Fair Value of Financial Instruments

The fair value of accounts payable approximates their carrying value due to the immediate or short term maturity of these financial
instruments.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Blocker and AcquisitionCo. All intercompany transactions have been eliminated in
consolidation.

In the opinion of Management, the accompanying unaudited condensed consolidated financial statements contain all
adjustments, all of which are normal and recurring, necessary to present fairly the financial position of the Company as of March 31, 2009 and December 31, 2008, and the results of its operations for the three months ended March 31, 2009
and 2008, and its cash flows for the three months ended March 31, 2009 and 2008. The results of operations for such periods are not necessarily indicative of the results to be expected for a full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting
principles in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys
Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on May 22, 2009.

Recently
Issued Accounting Pronouncements

In May 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement of
Financial Accounting Standards (SFAS) No. 165, Subsequent Events, (SFAS 165). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. We do not expect SFAS 165 to have a material impact on our
consolidated financial statements.

In April 2009, the FASB issued Staff Position (FSP) No. 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4). FSP FAS 157-4 provides additional guidance for estimating fair value in
accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also includes guidance on how to identify circumstances that
indicate that a transaction is not orderly and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation techniques used, the objective of a fair
value measurement remains the same. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and is to be applied prospectively. We are currently evaluating the requirements of this pronouncement and have not
determined the impact, if any, that the adoption will have on our consolidated financial statements.



In April 2009, the FASB issued Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments
(FSP FAS 115-2 and 124-2). FSP FAS 115-2 and 124-2 provides new guidance on the recognition of other-than-temporary impairments of investments in debt securities and provides new presentation and disclosure requirements for
other-than-temporary impairments of investments in debt and equity securities. FSP FAS 115-2 and 124-2 is effective for interim and annual reporting periods ending after June 15, 2009. We are currently evaluating the requirements of FSP FAS 115-2
and 124-2 and have not determined the impact, if any, that the adoption will have on our consolidated financial statements.

In December
2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) retains the fundamental requirements in SFAS No. 141 that the acquisition method be used for all business combinations and for an acquirer to
be identified for each business combination. SFAS 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves
control. By applying the acquisition method to all transactions and other events in which one entity obtains control over one or more other businesses, this statement improves the comparability of the information about business combinations provided
in financial reports. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of SFAS 141(R)
did not have a material effect on our consolidated financial statements.

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

3. Membership Units and Related Rights

The Companys Operating Agreement has created two classes of membership units, the Class A Units and the Class B Units. VoteCo holds one
Class A Unit of the Company, representing the Companys only outstanding voting equity. InvestCo holds 9,999 Class B Units of the Company, representing all of the Companys outstanding non-voting equity. With the exception of voting
rights, the rights of a Class A Unit and a Class B Unit are identical.

Each of the Companys membership units, both Class A
and Class B, represent a percentage interest in the Company equal to the quotient determined by dividing one by the aggregate number of units, both Class A and Class B, held by all members as of the date of the determination. The economic
rights, risks and rewards are all shared by the members ratably according to their respective percentage interests.

Distributions

Subject to all applicable gaming approvals, distributions by the Company will be to its members at such times and in such amounts as
approved by the Operating Manager in good faith in accordance with the provisions of the Companys operating agreement and, if and when made, will be distributed by the Company to its members in proportion to their respective percentage
interests in the Company. There is no formal agreement between Newport and the Company regarding the settlement of the due to/from related parties, however, it is expected to be settled upon sale of the Companys investment in Resorts.



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##### Table of Contents

NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements(Continued)



Restrictions on Transfer

Unless approved in advance by the Operating Manager and by applicable gaming authorities, no member of the Company may transfer all or any portion of its
membership units. In addition, transfers or issuances of any membership units to any person who is required to be, and has not been, found suitable to be licensed or to hold such membership units by applicable gaming authorities, are prohibited and
will be null and void and of no force or effect as of the inception of the attempted transfer or issuance.

Furthermore, as of the date the
Company receives notice from any applicable gaming authority that a member of the Company or a transferee of any membership interest in the Company (1) is required to be licensed but is unsuitable to be licensed or (2) is unsuitable to
hold a membership interest in the Company, then the unsuitable member or transferee may not, for so long as the unsuitability determination remains in force and effect,



| |  |  | receive any share of any cash distribution, or any other property or payments upon the dissolution of the Company,
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | exercise directly or through a trustee or nominee any voting rights conferred by any membership interest in the Company,
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | participate in the management of the business or affairs of the Company, or
| | - |  | ---------------------------------------------------------------------------



| |  |  | receive any remuneration in any form from the Company for services rendered or otherwise.
| | - |  | -----------------------------------------------------------------------------------------

Member and Company Manager Compensation

No member or manager of the Company is entitled to receive any compensation from the Company for any services rendered to or on behalf of the Company, or otherwise, in his, her or its capacity as a member or manager of the Company. A
manager of the Company is entitled to reimbursement from the first available funds of the Company for direct out-of-pocket costs and expenses incurred by the manager on behalf of the Company that directly related to the business and affairs of the
Company.

4. Investment in Resorts

The
Companys 17.0359% investment in Resorts is accounted for under the equity method. The original investment was recorded at fair value and is adjusted by the Companys share of earnings, losses, distributions, and fair value adjustments
related to the amortization of definite-lived intangibles of the investment and recorded in Equity loss on Resorts on the consolidated statement of operations. At year-end 2008 Resorts recorded an impairment of $16.6 million related to its
investment in the Silver Legacy Joint Venture. In addition, the Company recorded a $3.6 million impairment in the carrying value in Investments in Resorts at year-end 2008. The Companys allocated income and loss related to Resorts for the
three months ending March 31, 2009 and 2008, respectively, is included as a component of loss on the consolidated statement of operations.

A
rollforward of the Companys equity investment in Resorts is as follows:



|                                     |  |       |            |  
|------------------------------------ |  | ----- | ---------- | -
|                                     |  | Total |           
|Beginning balance at January 1, 2009 |  | $     | 29,666,633 |  
|Equity loss on Resorts               |  |       | (167,138   | )
|                                     |  |       |            |  
|Ending balance at March 31, 2009     |  | $     | 29,499,495 |  
|                                     |  |       |            |  



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##### Table of Contents

NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements(Continued)



Summarized balance sheet information for Resorts is as follows (in thousands):



|                                       |  |               |         |                  |   |        
|-------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                       |  | March 31,2009 |         | December 31,2008
|Current assets                         |  | $             | 40,727  |                  | $ | 47,106 
|Investment in joint ventures           |  |               | 50,260  |                  |   | 50,151 
|Property and equipment, net            |  |               | 234,401 |                  |   | 238,219
|Intangible assets, net                 |  |               | 21,238  |                  |   | 21,335 
|Other assets, net                      |  |               | 2,084   |                  |   | 2,103  
|                                       |  |               |         |                  |   |        
|Total assets                           |  | $             | 348,710 |                  | $ | 358,914
|                                       |  |               |         |                  |   |        
|Current liabilities                    |  | $             | 27,434  |                  | $ | 30,252 
|Long-term liabilities                  |  |               | 198,759 |                  |   | 205,326
|13% Preferred Equity Interest          |  |               | 19,289  |                  |   | 19,289 
|Minority Interest                      |  |               | 5,083   |                  |   | 5,080  
|Partners equity                       |  |               | 98,145  |                  |   | 98,967 
|                                       |  |               |         |                  |   |        
|Total liabilities and partners equity |  | $             | 348,710 |                  | $ | 358,914
|                                       |  |               |         |                  |   |        

Summarized results of operations for Resorts are as follows (in thousands):



|                                                         |  |                             |         |   |      |   |         |  
|-------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                         |  | Three months endedMarch 31, |        
|                                                         |  | 2009                        |         |   | 2008 |  
|Net revenues                                             |  | $                           | 66,046  |   |      | $ | 69,260  |  
|Operating expenses                                       |  |                             | (61,838 | ) |      |   | (64,668 | )
|Loss on sale/disposition of long-lived assets            |  |                             | (7      | ) |      |   | (225    | )
|Equity in net income (loss) of unconsolidated affiliates |  |                             | 363     |   |      |   | (1,908  | )
|                                                         |  |                             |         |   |      |   |         |  
|Operating income                                         |  |                             | 4,564   |   |      |   | 2,459   |  
|Other expense                                            |  |                             | (5,383  | ) |      |   | (5,151  | )
|Loss before minority interest                            |  |                             | (819    | ) |      |   | (2,692  | )
|Minority interest                                        |  |                             | (3      | ) |      |   | 83      |  
|                                                         |  |                             |         |   |      |   |         |  
|Net loss                                                 |  | $                           | (822    | ) |      | $ | (2,609  | )
|                                                         |  |                             |         |   |      |   |         |  



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##### Table of Contents

NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements(Continued)



Effective March 1, 1994, ELLC (96% owned by Resorts) and Galleon, Inc. (a Nevada corporation and
now an indirect wholly owned subsidiary of MGM MIRAGE) entered into a joint venture (the Silver Legacy Joint Venture) pursuant to a joint venture agreement to develop the Silver Legacy Resort Casino (the Silver Legacy). The
Silver Legacy consists of a casino and hotel located in Reno, Nevada, which began operations on July 28, 1995. Each partner owns a 50% interest in the Silver Legacy Joint Venture.

Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands):



|                                       |  |               |         |                  |   |        
|-------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                       |  | March 31,2009 |         | December 31,2008
|Current assets                         |  | $             | 35,175  |                  | $ | 52,397 
|Property and equipment, net            |  |               | 244,006 |                  |   | 247,689
|Other assets, net                      |  |               | 6,592   |                  |   | 7,235  
|                                       |  |               |         |                  |   |        
|Total assets                           |  | $             | 285,773 |                  | $ | 307,321
|                                       |  |               |         |                  |   |        
|Current liabilities                    |  | $             | 15,656  |                  | $ | 20,422 
|Long-term liabilities                  |  |               | 149,483 |                  |   | 166,421
|Partners equity                       |  |               | 120,634 |                  |   | 120,478
|                                       |  |               |         |                  |   |        
|Total liabilities and partners equity |  | $             | 285,773 |                  | $ | 307,321
|                                       |  |               |         |                  |   |        

Summarized results of operations for the Silver Legacy Joint Venture are as follows (in
thousands):



|                       |  |                             |         |   |      |   |         |  
|---------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                       |  | Three months endedMarch 31, |        
|                       |  | 2009                        |         |   | 2008 |  
|Net revenues           |  | $                           | 27,367  |   |      | $ | 32,410  |  
|Operating expenses     |  |                             | (28,766 | ) |      |   | (32,887 | )
|                       |  |                             |         |   |      |   |         |  
|Operating loss         |  |                             | (1,399  | ) |      |   | (477    | )
|Other income (expense) |  |                             | 1,555   |   |      |   | (3,885  | )
|                       |  |                             |         |   |      |   |         |  
|Net income (loss)      |  | $                           | 156     |   |      | $ | (4,362  | )
|                       |  |                             |         |   |      |   |         |  

5. Related Parties

InvestCo owns 99.99% of the Company which is a non-voting interest. The other .01% of the Company, which is the only voting interest of the Company, is owned by VoteCo. InvestCo is solely owned by Newport. In May
2007, Newport contributed to the Company 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the preferred shares held since August 2006 that comprised the Companys Eldorado Shreveport investments (the Eldorado
Shreveport Investments). The Eldorado Shreveport Investments were transferred to the Company at fair market value at the date of transfer. VoteCo is responsible for the operations of the Company and is solely owned by the managers of Newport.

At March 31, 2009 and December 31, 2008, the Company was owed $5,179,772 from Newport, representing $5,118,168 of interest
earned and received on the Eldorado Shreveport Investments and $61,600 of preferred dividend earned and received on 11,000 of Preferred Shreveport shares. At March 31, 2009 and December 31, 2008, the Company owed $1,748,754 and $1,719,870,
respectively, to Newport for expenses paid by Newport on the Companys behalf. There is no formal agreement outlining the settlement of the receivable and payable between Newport and the Company. Accordingly, the receivable and payable are
reflected as a non current asset and a non current liability, respectively, at March 31, 2009 and December 31, 2008.



9



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##### Table of Contents

NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements(Continued)



7. Subsequent Events

Newport Financing Commitment

On May 12, 2009, Resorts and Newport executed an agreement (the
Agreement) pursuant to which Resorts may, at any time it believes that it may in the reasonably foreseeable future be in default of any of the provisions of Sections 6.13, 6.14, 6.15 or 6.16 of its credit facility, make a written request
to Newport for a loan. However, a loan request may not be made after the earlier of the first anniversary of the Agreement, or the maturity date of Resorts credit facility (including, for this purpose, any amendments, replacements or
extensions thereof). Newport will be obligated, within ten days after a written request therefor, to make a loan to Resorts in the amount requested, subject to the limitation in the Agreement on the amount that Resorts is permitted to borrow. Under
the terms of the Agreement, the amount that may be borrowed under the Agreement may not exceed the lesser of (i) the maximum amount which may at the time be borrowed by Resorts without causing it to be in default of the limitations on
indebtedness contained in Section 4.09 of the indenture (the Indenture) relating to the 9% senior notes due 2014 co-issued by Resorts and its wholly owned subsidiary, Eldorado Capital Corp. (the 9% Notes), or
(ii) such amount which is equal to the greater of (A) the excess of (1) the aggregate unpaid principal balance of the loans made to Resorts under (I) Resorts credit facility and (II) the Loan and Aircraft Security
Agreement (the Aircraft Loan Agreement) dated as of December 30, 2005 between Resorts and Banc of America Leasing and Capital, LLC (including for this purpose any amendments, replacements or extensions thereof) at the time of the
written request, over (2) $5,000,000, or (B) at Newports option, the amount of the unpaid principal and accrued interest then outstanding under Resorts credit facility. Any loan under the Agreement will bear interest at a rate
mutually determined by Resorts and Newport, and principal and interest will be payable on the 45thday of each fiscal quarter (commencing with the second fiscal quarter beginning after a loan is made) in an amount equal to the Excess Cash Flow (as defined), if any, of Resorts for the fiscal quarter
ending immediately prior to the payment date, but, in any event, the entire unpaid principal balance of any loan made under the Agreement and all interest accrued thereon will be payable in full no later than the first anniversary of the date the
loan is made. In the event Newport makes a loan in an amount equal to the entire balance of principal and accrued interest then outstanding under Resorts credit facility, or the loans under the credit facility or any successor loans are
paid in full directly or indirectly without using the proceeds of any loan(s) or other financing other than any loan made by Newport, and, in either case, Resorts credit facility is terminated, Resorts will (subject to any required approvals
of gaming regulators) be obligated to grant a first lien to Newport on the collateral securing Resorts credit facility to secure any loan made by Newport under the Agreement. However, if such a lien cannot otherwise be granted without causing
Resorts to violate the terms of the Indenture, the lien may equally and ratably secure the 9% Notes and the loan made by Newport under the Agreement and the Newport loan will be pari passu in right of payment with the 9% Notes.

Subject to the prior receipt by Resorts of all applicable regulatory approvals and the approval of Resorts Board of Managers, Resorts will be
obligated, if any loan is made under the Agreement, to issue to Newport such number of membership interests in Resorts as is mutually agreed to by Resorts and Newport, it being the intention of the parties to the Agreement that any issuance of
membership interests in Resorts be structured in such a manner as to not result in a Change of Control, as that term is defined in the Indenture.

It is anticipated that prior to July 1, 2009, Resorts will (subject to the consent of the lender under the Aircraft Loan Agreement) reach an agreement with the Louisiana Partnership to sell to the Louisiana
Partnership the aircraft which serves as collateral under the Aircraft Loan Agreement on terms that will relieve Resorts of any further obligation for the indebtedness remaining under the Aircraft Loan Agreement. However, there is no assurance that
such a transaction will be consummated. In the event that the aircraft has not been sold by Resorts on or before July 1, 2009, Resorts will be obligated under the Agreement to pay Newport a fee of $25,000 on July 1, 2009, which will be in
addition to a $25,000 commitment fee paid to Newport at the time the Agreement was executed by the parties.

As used in the Agreement, the
term Excess Cash Flow means, for any fiscal quarter, the amount computed by Resorts in accordance with generally accepted accounting principles as follows:

(a) Resorts net income, before interest, income taxes, depreciation, amortization and any extraordinary or non-recurring income for
that quarter; minus

(b) capital expenditures made by Resorts in that quarter; minus

(c) interest, principal payments, fees and related expenses paid by Resorts in respect of indebtedness for borrowed money, capital and
finance leases by Resorts, and draws upon any letters of credit issued to third parties for Resorts benefit in respect of that quarter; minus

(d) all income taxes, and distributions made to equity holders on account of, or with respect to, such equity holders allocable share of the taxable income of Resorts, paid in cash by Resorts in that quarter.



10



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Overview

The following managements discussion and analysis relates to the Companys
unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this report.

The Company and its
subsidiaries were formed as legal entities in January 2007 for the primary purpose of holding equity, directly or indirectly through affiliates, in one or more entities related to the gaming industry, and to exercise the rights, and manage the
distributions received, in connection with those holdings. On December 14, 2007, our affiliate, Acquisition Co, acquired a 17.0359% interest in Resorts (see note 1 of the notes to the Companys unaudited condensed consolidated financial
statements included in this report).

From the date the investments were first acquired by Newport Global in August 2006 until the
acquisition of the 17.0359% interest in Resorts, the unaudited condensed consolidated financial statements presented reflect the activity of the Companys investments associated with Eldorado Shreveport, which consisted principally of bonds and
preferred shares (which we refer to as the Eldorado Shreveport Investments). The related statements of operations reflect the interest earned by Newport Global associated with the Eldorado Shreveport Investments from August 2006 and any
other direct expenses associated with the acquisition of the 17.0359% interest in Resorts.

The Company has had no revenue generating
business since inception and its current business plan consists primarily of its 17.0359% equity interest in Resorts. Its only operations have consisted of interest income earned on the Eldorado Shreveport Investments and, since December 14, 2007,
the pro-rata net income (loss) allocation (as the case may be) related to the Resorts investment and nominal administrative expenses.

Resorts owns and operates the Eldorado Hotel & Casino (the Eldorado-Reno), a premier hotel/casino and entertainment facility in Reno, Nevada and owns through two wholly owned subsidiaries and, pursuant to a management
agreement, operates the Eldorado Casino Shreveport, an all suite art deco-style hotel and a tri-level riverboat dockside casino complex situated on the Red River in Shreveport, Louisiana (the Eldorado-Shreveport). Resorts 96% owned
subsidiary, Eldorado Limited Liability Company, a Nevada limited liability company (ELLC), owns a 50% interest in a general partnership (the Silver Legacy Joint Venture) which owns the Silver Legacy Resort Casino (the
Silver Legacy), a major, themed hotel/casino located adjacent to Eldorado-Reno. In addition, Resorts owns a 21.25% interest in Tamarack, a small casino in south Reno.

Operational highlights for Resorts for the three months ended March 31, 2009 included net revenues of $66.0 million and operating expenses of $61.8
million. Interest expense for the quarter was approximately $5.4 million. The net result for the quarter was a net loss of approximately $0.8 million. This compares to net revenues of $69.3 million and operating expenses of $64.7 million for the
three months ended March 31, 2008, while interest expense was $5.5 million.

Three months ended March 31, 2009 versus three months ended
March 31, 2008

The three months ended March 31, 2009 reflect the Companys share of the net loss of Resorts for the period in the
amount of $0.17 million compared to a net loss of $0.44 million for the same period last year. The reduced loss experienced by the Company was a function of the reduced loss at Resorts for the comparable periods. Improvement in the quarterly loss at
Resorts was largely attributable to the increase in the equity gain of unconsolidated affiliates in the first quarter of 2009 compared to a loss in the first quarter of 2008. The improvement resulted primarily from the gain at Silver Legacy related
to its open market discounted debt purchase during the quarter.

Expenses during the quarter declined approximately $69,000 when compared to
the same period last year as a result of reduced legal and other expenses. Given the lower loss attributable to Resorts and lower operating expenses incurred during the quarter, the Company had a lower income tax benefit for the first quarter of
2009 when compared to last year.



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##### Table of Contents

Liquidity and Capital Resources

During the three month period ended March 31, 2008 the Company incurred approximately $0.2 million of costs associated with its investment in Resorts. The primary component was related to accounting and legal expenses
associated with being a public filer.

In contrast, the Company incurred approximately $0.1 million of costs associated with its investment
in Resorts during the three month period ended March 31, 2009. Expenses incurred related primarily to legal and accounting fees for preparation of regulatory filings. For the remainder of 2009 the Company expects to incur additional costs of
approximately $0.2 million. These costs will be financed by Member contributions.

Critical Accounting Estimates and Policies

A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2008.
There have been no material changes to those policies during the three months ended March 31, 2009.



|Item 3. | Quantative and Qualitative Disclosures About Market Risk.
|------- | ---------------------------------------------------------

Not Applicable.



|Item 4. | Controls and Procedures.
|------- | ------------------------

An evaluation was
performed by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that, as of March 31, 2009, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II

OTHER INFORMATION



|Item 6. | Exhibits.
|------- | ---------

The following exhibits are filed or
furnished with this report:



|     |  |                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|     | 
|31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|     | 
|32.1 |  | Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.



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##### Table of Contents

SIGNATURES

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



|                    |  |                 |  |                              
|------------------- |  | --------------- |  | -----------------------------
|                    |  | NGA HOLDCO, LLC
|                    |  |                
|Date: June 19, 2009 |  | By:             |  | /s/ Thomas R. Reeg           
|                    |  |                 |  | Thomas R. Reeg               
|                    |  |                 |  | Operating Manager            
|                    |  |                 |  | (Principal Executive Officer)
|                    |  |                
|Date: June 19, 2009 |  | By:             |  | /s/ Roger A. May             
|                    |  |                 |  | Roger A. May                 
|                    |  |                 |  | Manager                      
|                    |  |                 |  | (Principal Financial Officer)



14