| | Parties holding 66 and 2/3% of the shares of Common Stock held by all the Backstop Parties (provided, however, that the Backstop Parties are not permitted to make such a request prior to July 16, 2011) (the “Shelf Filing Deadline”), and (ii) to use its commercially reasonable efforts to cause to be declared effective 60 days after the Shelf Filing Deadline, a registration statement to register for resale the Common Stock of the Issuer issued to the parties thereto pursuant to the Plan. The parties to the Registration Rights Agreement have piggyback registration rights and have agreed to certain limitations on their registration rights, including cutbacks and a holder standstill period. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 4, and is incorporated herein by reference. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of this Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. |
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Item 5. | | Interest in Securities of the Issuer |
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Item 5(a). | | As of the date hereof, each Reporting Person may be deemed a beneficial owner of the Shares. The Shares represent approximately 23.6% of the outstanding Common Stock of the Issuer, on the basis of 10,714,286 shares outstanding as disclosed in the Issuer’s quarterly report on Form 10-Q for the period ended March 31, 2011. All of the Shares are held directly by KRH. The Investment Managers, the General Partner, Polygon Management and the Recovery Fund have voting and dispository control over securities owned by KRH. Messrs. Griffith and Dear control the Investment Managers, the General Partner and Polygon Management. |
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Item 5(b). | | Each of the Reporting Persons has shared power to vote or direct the vote and shared power to dispose or direct the disposition of all the Shares. |
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Item 5(c). | | On May 9, 2011 KRH acquired in a private transaction 190,620 Shares for cash at a price per share of $5.00. On June 15, 2011 KRH acquired in a private transaction 794,519 Shares for cash at a price per share of $5.25. The Reporting Persons have not engaged in any other transactions with respect to the Common Stock of the Issuer in the past sixty (60) days. |
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Item 5(d). | | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Issuer’s Common Stock reported in this Schedule 13D. |
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Item 5(e). | | Not applicable. |
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Item 6. | | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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| | The responses to Item 4 and Item 5 are incorporated herein by reference. Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
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Item 7. | | Material to be Filed as Exhibits |
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1. | | Joint Filing Agreement, dated as of June 24, 2011, by and among the Reporting Persons. |
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2. | | Order of the Bankruptcy Court, dated May 7, 2010, confirming the Supplemental Modified Sixth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code Proposed by the Ad Hoc Committee of Holders of 8.5% Senior Secured Notes Due 2015 and the Debtors, dated March 9, 2010 (as amended, modified or supplemented), together with such Joint Plan of Reorganization, as so confirmed (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Quarterly Report on Form 10-Q filed by the Issuer with the SEC for the quarterly period ended March 31, 2010). |
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3. | | Amended and Restated Certificate of Incorporation of the Issuer, dated July 16, 2010 (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed by the Issuer with the SEC on July 16, 2010). |
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4. | | Registration Rights Agreement, dated as of July 16, 2010, as amended March 30, 2011, by and among Trump Entertainment Resorts, Inc. and the backstop parties thereto, with respect to the Issuer’s Common Stock (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed by the Issuer with the SEC on July 16, 2010 and Exhibit 10.20 to the Issuer’s Annual Report on Form 10-K filed by the Issuer with the SEC on March 31, 2011). |