December 13, 2010
Mr. Duc Dang
Attorney-Advisor
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-3010
Dear Mr. Dang:
We have received and reviewed the comments in the letter of the United States Securities and Exchange Commission staff (the "Staff") dated November 9, 2010. The purpose of this letter is to provide our response to those comments.
To assist in your review of our responses, this letter restates completely each Staff comment, which is followed by our response and when requested, revised disclosure in bold text. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Form 10.
Risk Factors
We face extensive regulation from gaming and other government authorities, page 25
RESPONSE:
Please see the revised disclosure on page 25 of Amendment No. 2 to the Registration Statement on Form 10 (the "Amended Form 10").
Management's Discussion and Analysis of Financial Condition and Results of Operations
Predecessors
Overview, page 28
Herbst Gaming, LLC
December 9, 2010
Page 2
RESPONSE:
Please see the revised disclosure on page 38 of the Amended Form 10.
The Company has reviewed the historical results related to restaurant and hotel operations of the Predecessor. The Company has noted that restaurant operations of the Predecessor have been less than 10% of total revenue accounting for 3.9%, 4.0%, 7.7%, 8.3% and 8.7% between 2005 and 2009 respectively. The Company has also noted that hotel operations of the Predecessor have accounted for 1.4%, 1.2%, 4.4%, 4.3% and 4.5% between 2005 and 2009 respectively. Based on this review of the historical percentage of restaurant and hotel revenue compared to total revenue of the Predecessor, the Company believes that combining restaurant and hotel revenue with casino gaming revenue is appropriate.
Quantitative and Qualitative Disclosures About Market Risk, page 60
RESPONSE:
Please see the revised disclosure on page 61 of the Amended Form 10.
Properties, page 61
RESPONSE:
Pursuant to the terms of the leases described in Item 3 of the Form 10, the Registrant or a subsidiary of the Registrant, as lessee, is required to pay real property taxes and assessments, utility expenses, repair and maintenance expenses and expenses relating to insurance coverage with respect to the leased premises. The Registrant has not filed leases as exhibits to the Form 10 because the Registrant is not currently party to such leases. The Registrant is in the process of determining which of the leases will constitute material contracts of the Registrant, as determined pursuant to Item 601 (b)(10) of Regulation S-K, following the assumption thereof by the Registrant or its subsidiary upon consummation of the Plan. We expect to file a Form 8-K promptly following Substantial Consummation Date that will include a description of all material contracts, including leases that constitute material contracts, that are assumed by the Registrant upon Substantial Consummation Date and file such material contracts as exhibits to such Form 8-K or to the Registrant's Form 10-K for the year ended December 31, 2010.
Herbst Gaming, LLC
December 9, 2010
Page 3
Certain Relationships and Related Transactions, and Director Independence, page 68
RESPONSE:
Please see the revised disclosure on page 68 of the Amended Form 10.
* * *
Herbst Gaming, LLC
December 9, 2010
Page 4
Attached is a statement from the Company acknowledging the items requested in your original letter. If I can be of any assistance to your or should you have any questions, please do not hesitate to contact me at (702) 889-7625.
Sincerely,
| /s/ DAVID ROSS David Ross Manager |
Attachments
Herbst Gaming, LLC
December 9, 2010
Page 5
The undersigned on behalf of Herbst Gaming, LLC (the "Company") acknowledges that:
| /s/ DAVID ROSS David Ross Manager |
