UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~January~~May 121, 2015

Stockbridge/SBE Investment Company, LLC

(Exact name of registrant as specified in its charter)

Delaware

000-55258

45-5141749

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2535 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(Address of principal executive offices)

Registrant’s telephone number, including area code: (702) 761-7703

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnThe ~~January 12,~~information ~~2015,~~set ~~Sam~~forth ~~Bakhshandehpour~~under was appointed by the Executive Committee of Stockbridge/SBE Voteco Company, LLC (“Voteco”) to the board of directors (the “Board”) of Stockbridge/SBE Investment Company, LLC (the “Company”), replacing Sam Nazarian, who was removed from the Board on the same date. Mr.Item ~~Nazarian’s removal from the Board was pursuant to the mutual agreement between Mr~~2. ~~Nazarian~~03 ~~and~~below ~~the Executive Committee of Voteco. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement (“Voteco LLC Agreement”) of Voteco, which~~ is ~~the sole Class A~~ ~~Member~~incorporated ofherein ~~the~~by ~~Company, the Executive Committee of Voteco has the exclusive power and authority to take action for and on behalf of Voteco~~reference. Pursuant to the Limited Liability Company Agreement of the Company, as amended, the Executive Committee of Voteco shall designate one member of the Board of the Company. Mr. Bakhshandehpour has the right to vote on all matters that come before the Board, as more specifically set forth in the Limited Liability Company Agreement of the Company.

MrItem 2. ~~Bakhshandehpour~~03. ~~does~~Creation ~~not have any family relationships with any~~ of ~~the~~a ~~executive~~Direct ~~officers~~Financial ofObligation ~~the~~or ~~Company.~~an ~~There~~Obligation ~~are~~under noan ~~transactions~~Off-Balance ~~that~~Sheet ~~are~~Arrangement ~~required to~~of ~~be disclosed pursuant to Item 404(~~a) ~~of Regulation S-K.~~ Registrant

On May 1, 2015, Stockbridge/SBE Holdings, LLC (“Holdings”), a wholly-owned subsidiary of Stockbridge/SBE Investment Company, LLC (the “Company”) entered into a Credit Agreement with Mesa West LV SA, LLC (the “Lender”), for a total amount of $185,000,000 (the “Loan”). The Loan is comprised of an initial advance of $162,500,000 and a future advance revolving amount of $22,500,000, all of which has been fully funded. The proceeds of the Loan will be used to repay the principal amount outstanding on Holdings’ Senior Construction Facility, of approximately $150,000,000, and the balance due on Holdings’ Revolving Credit Facility, of approximately $22,500,000, among other things. The Loan will mature in four years and bears an interest rate of LIBOR plus 8.00%, with a minimum interest rate of 8.50%. The Lender may accelerate the maturity date of the Loan upon the occurrence of certain conditions, as set forth in the Credit Agreement. The Loan is secured by a first priority lien on all the assets of Holdings and the Company.

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.

	~~Stockbridge/SBE Investment Company, LLC~~	Stockbridge/SBE Investment Company, LLC
Dated: January 15, 2015	/s/ Gabriel Frumusanu
Dated: May 7, 2015		/s/ Gabriel Frumusanu
	~~Name:~~	~~Gabriel Frumusanu~~Name:	Gabriel Frumusanu
	~~Title:~~	~~Vice President of Finance~~Title:	Vice President of Finance
		~~(Principal Financial Officer)~~	(Principal Financial Officer)

Filing Compare · Las Vegas Resort Investment Company, LLC.