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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, ~~2014~~2015

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

for the transition period from to .

Commission file number 000-54480

ALST CASINO HOLDCO, LLC

(Exact name of registrant as specified in its charter)

Delaware	45-2487922	~~45-2487922~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification No.)

7300 Aliante Parkway, North Las Vegas, NV 89084

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (702) 692-7777

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o☐ No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o☐ No x☒

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 o☐

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 x☒ No o☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. x☒

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

The aggregate market value of the voting common stock held by non-affiliates (all other persons other than executive officers or directors) of the registrant as of ~~June 30~~December 31, ~~2013~~2015 was $0.

As of March 27 28, ~~2015~~2016, there were 432,213 units outstanding of the registrant’s common units.

Documents Incorporated by Reference

None.

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Table of Contents

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
	PART I
Item 1.	BUSINESS	2
Item 1A.	RISK FACTORS	8
Item 1B.	UNRESOLVED STAFF COMMENTS	1615
Item 2.	PROPERTIES	1615
Item 3.	LEGAL PROCEEDINGS	1615
Item 4.	MINE SAFETY DISCLOSURES	1615
	PART II
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	16
Item 6.	SELECTED FINANCIAL DATA	17
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1918
Item 7A.	QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	27
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
Item 9A.	CONTROLS AND PROCEDURES	27
Item 9B.	OTHER INFORMATION	28
	PART III
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2829
Item 11.	EXECUTIVE COMPENSATION	31
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3436
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	3537
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	3637
	PART IV
Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	3638
	SIGNATURES

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. Such statements contain words such as “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “may,” “will,” “might,” “should,” “could,” “would,” “seeks,” “pursues,” and “anticipates” or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties. Forward-looking statements in this Annual Report on Form 10-K include, among other things, statements concerning:

· ● projections of future results of operations or financial condition;

· ● expectations regarding our business and results of operations;

· ● expenses and our ability to operate efficiently;

· ● expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;

· ● our ability to comply with the covenants in the agreements governing our outstanding indebtedness;

· ● our ability to ~~meet~~refinance our ~~projected~~outstanding ~~debt service obligations, operating expenses and maintenance capital expenditures~~indebtedness;

~~· expectations~~● ~~regarding~~our ~~the~~ability ~~availability~~to ofmeet ~~capital~~our ~~resources;~~projected debt service obligations, operating expenses and maintenance capital expenditures;

~~· the~~● ~~impact~~expectations ofregarding ~~regulation~~the onavailability ~~our~~of ~~business~~capital ~~and~~resources; ~~our ability to maintain necessary approvals for our property.~~and

●

the impact of regulation on our business and our ability to maintain necessary approvals for our property.

Any forward-looking statement is based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of operations may vary materially from any forward-looking statement made herein. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following:

· ● the ~~economic~~effects ~~downturn,~~of ~~and~~intense incompetition ~~particular~~that ~~the~~exists ~~economic downturn~~ in ~~Las~~the ~~Vegas,~~gaming ~~Nevada, and its effect on consumer spending and our business~~industry;

· ● the ~~effects~~risk ofthat ~~intense~~new ~~competition~~gaming ~~that~~licenses ~~exists~~or ingaming ~~the~~activities, such as internet gaming, ~~industry~~are approved and result in additional competition and our ability to respond to such competition;

· ● the risk that ~~new~~we ~~gaming licenses or gaming activities, such as internet gaming,~~ are ~~approved~~dependent ~~and~~on ~~result~~one inproperty ~~additional~~for ~~competition~~all ~~and~~of our ~~ability~~cash ~~to respond to such competition~~flow;

· ● the ~~risk~~impact ~~that~~of weextensive ~~are~~regulation ~~dependent~~from gaming and other government authorities on ~~one~~our ~~property~~ability ~~for~~to ~~all~~operate ofour business and the risk that regulatory authorities may revoke, suspend, condition or limit our ~~cash~~gaming ~~flow~~or other licenses, impose substantial fines or take other actions that adversely affect us;

~~· the~~● ~~impact~~risks ofassociated ~~extensive~~with ~~regulation~~changes ~~from gaming and other government authorities on our ability~~ to ~~operate~~applicable ~~our~~gaming ~~business~~ and ~~the~~tax ~~risk~~laws ~~that~~could ~~regulatory~~have ~~authorities~~a ~~may~~material ~~revoke,~~adverse ~~suspend,~~effect ~~condition~~on ~~or limit~~ our ~~gaming~~financial ~~or other licenses, impose substantial fines or take other actions that adversely affect us~~condition; and

~~· risks~~● ~~associated~~the ~~with~~impact of general business conditions, including competitive practices, changes toin ~~applicable~~customer ~~gaming~~demand and ~~tax~~the ~~laws~~cyclical ~~could~~nature ~~have~~of athe ~~material~~gaming ~~adverse~~and ~~effect~~hospitality business generally, and general economic conditions on our ~~financial~~business ~~condition;~~ and results of operations.

· the impact of general business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, and general economic conditions on our business and results of operations.

For additional contingencies and uncertainties, see “Item 1A. Risk Factors.”

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PART I

ITEM 1.

BUSINESS

General

ALST Casino Holdco, LLC (the “Company,” “Successor,” “we,” “us” or “our”), a Delaware limited liability company, was formed on May 11, 2011. We were formed to acquire substantially all of the equity interests of Aliante Gaming, LLC (“Aliante Gaming” or “Predecessor”) pursuant to a joint plan of reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The reorganization was completed on November 1, 2011 (the “Effective Date”), resulting in Aliante Gaming, the owner and operator of the Aliante Casino + Hotel, previously known as Aliante Station Casino + Hotel, located in North Las Vegas, Nevada (the “Casino”), becoming our wholly owned subsidiary. Prior to the Effective Date, we conducted no operations and had no material assets or liabilities.

Our principal executive offices are located at 7300 Aliante Parkway, North Las Vegas, NV 89084. The telephone number for our executive offices is (702) 692-7777. Our internet address is www.aliantegaming.com.

Background

~~Prior~~As a result of macroeconomic conditions, including the economic downturn in the Las Vegas area and low consumer confidence levels generally commencing in 2007, Aliante Gaming’s results of operations were adversely affected causing Aliante Gaming to default under its $430.0 million credit facility (“Previous Facility”) and its International Swaps and Derivatives Association Master Agreement (the ~~Effective~~“Swap ~~Date~~Agreement” and with the Previous Facility the “Previous Debt Instruments”). On April 12, 2011, Aliante Gaming, ~~was~~together awith ~~wholly~~other ~~owned~~affiliates ~~subsidiary~~filed voluntary petitions for relief under Chapter 11 of ~~Aliante~~the ~~Holding~~Code, ~~LLC~~in the United States Bankruptcy Court for the District of Nevada, Northern Division (the “~~Aliante~~Bankruptcy ~~Holding~~Court”). On May 20, ~~which~~2011, ~~was~~Aliante Gaming and certain affiliates filed with the Bankruptcy Court a ~~50/50~~plan ~~joint~~of ~~venture~~reorganization ~~partnership~~(the ~~between~~“Plan”) to restructure the equity and debt of Aliante ~~Station~~Gaming. Pursuant to the Plan, ~~LLC~~on the Effective Date, (“i) 100% of the equity interests in Aliante ~~Station~~Gaming previously held by its parent corporation were cancelled and ceased to be outstanding, (ii) each lender (the “Lenders”), aunder ~~wholly~~the ~~owned~~Previous ~~subsidiary~~Debt Instruments received, in full satisfaction of ~~Station~~its ~~Casinos~~claims against Aliante Gaming arising under the Previous Debt Instruments, ~~Inc.~~ its pro rata share of (a) 100% of the equity interests in Aliante Gaming (the “~~Old~~New ~~Station~~Aliante Equity”) and G(b) 100% of $45.C.0 million in aggregate principal amount of senior secured term loans of Aliante, ~~LLC~~Gaming (the “GCSenior ~~Aliante~~Secured Loans”) under a new senior secured credit facility (the “Senior Secured Credit Facility”), (iii) the Previous Debt Instruments were canceled (clauses (i), (ii) and (iii) referred to herein as the “Restructuring Transactions”) and (iv) each creditor holding an ~~affiliate~~unsecured claim was paid in full. The Lenders contributed their pro rata share of the ~~Greenspun~~New ~~Corporation~~Aliante Equity to us in connection with our formation on May 11, 2011.

~~Aliante~~Narrative ~~Gaming~~Description ~~experienced lower than expected operating results as a result~~ of macroeconomic conditions, including the economic downturn in the Las Vegas area and low consumer confidence levels. As a result, Aliante Gaming failed to (i) remain in compliance with certain financial maintenance covenants set forth in its $430.0 million credit facility (the “Previous Facility”) and (ii) make scheduled principal or interest payments under the Previous Facility beginning April 2009.Business

OnOur ~~April 12,~~business ~~2011~~focuses ~~(the~~on ~~“Petition~~attracting ~~Date”), Aliante Gaming, together with Aliante Holding~~ and ~~Aliante~~fostering ~~Station,~~repeat ~~filed~~business ~~voluntary~~from ~~petitions~~local ~~for~~gaming ~~relief~~patrons ~~under~~at ~~Chapter~~our 11 of the Bankruptcy Code (the “Chapter 11 Case”), in the United States Bankruptcy Court for the District of Nevada, Northern Division (the “Bankruptcy Court”) to preserve their assets and the value of their estatesCasino. ~~The~~Local ~~Chapter~~patrons 11are ~~Case~~typically ~~was~~sophisticated ~~jointly~~gaming ~~administered~~customers ~~with~~who ~~certain~~seek ~~subsidiaries~~a ofconvenient ~~Old Station and Green Valley Ranch Gaming~~location, ~~LLC under~~ the ~~lead~~latest ~~case~~gaming Inproducts re Station Casinos, Inc., et. al. originally filed on July 28, 2009 (Jointly Administered Case No. 09-52477). Old Station emerged from Chapter 11 on June 17, 2011 as Station Casinos LLC (“New Station,” and ~~collectively~~a ~~with~~pleasant ~~Old Station, “Station”)~~atmosphere.

OnThe ~~May 20,~~Casino ~~2011,~~is ~~Aliante~~located ~~Gaming,~~in ~~along~~the ~~with~~ Aliante ~~Holding,~~master-planned community (the “Aliante ~~Station~~Community”) and ~~certain~~is ~~other~~situated ~~affiliates~~on ofapproximately ~~Old~~40 ~~Station,~~acres ~~filed~~within ~~with~~ the ~~Bankruptcy~~1,905-acre ~~Court~~Aliante anCommunity. ~~amended~~The ~~joint~~Casino ~~plan~~is oflocated ~~reorganization~~adjacent ~~(the~~to ~~“Plan”)~~an ~~resulting~~18-hole ~~from~~championship ~~negotiations~~course ~~with~~(not ~~lenders~~owned ~~(the~~by ~~“Lenders”~~us) ~~under~~and ~~the~~has ~~Previous~~convenient ~~Facility~~access ~~and~~to ~~its~~major ~~International~~freeways ~~Swaps~~connecting ~~and~~it ~~Derivatives~~to ~~Association~~points ~~master~~throughout ~~agreement~~Las ~~(the “Swap Agreement”)~~Vegas. ~~Under~~The ~~the~~Casino ~~Plan,~~opened ~~Aliante~~in ~~Gaming~~November 2008 and ~~the~~is ~~Lenders~~a ~~agreed~~full-service tocasino ~~enter~~and ~~into~~hotel aoffering ~~series~~high ofquality ~~restructuring~~accommodations, ~~transactions~~gaming, ~~pursuant~~dining, toentertainment, ~~which~~attractive ~~the~~promotions, ~~Lenders~~retail ~~received~~and ~~new~~other ~~equity~~resort ~~and~~amenities. ~~issued~~The ~~new~~Casino ~~debt~~is considered to ~~Aliante~~be ~~Gaming,~~one asof ~~reorganized,~~the aspremier oflocals-oriented casinos in the ~~Effective~~North ~~Date~~Las Vegas, Nevada market today.

OnThe ~~the~~Casino ~~Effective~~features ~~Date,~~a ~~(i) 100%~~full-service ofScottsdale-modern, ~~the~~desert-inspired ~~equity~~casino ~~interest in Aliante Gaming previously held by Aliante Holding were cancelled~~ and ~~ceased~~resort towith beapproximately ~~outstanding~~82,000 ~~(ii) each~~square ~~Lender~~feet ~~received, on account and in full satisfaction~~ of ~~its~~gaming ~~claims~~space, ~~against~~202 ~~Aliante~~hotel ~~Gaming~~rooms ~~arising~~including ~~under~~suites, ~~the~~1,838 ~~Previous~~slot ~~Facility~~machines, ~~and~~38 ~~the~~gaming ~~Swap Agreement~~tables, ~~its~~and ~~pro rata share of (~~a~~) 100%~~ of200-seat ~~the~~bingo ~~equity~~room. ~~interests~~The inultra-modern ~~Aliante~~170-seat ~~Gaming~~race ~~(the~~and ~~“New~~sports ~~Aliante~~book ~~Equity”),~~rivals ~~which~~any ~~were contributed to the Company~~ in ~~exchange~~Las ~~for~~Vegas ~~432,003 units of our issued~~ and ~~outstanding~~also ~~membership~~includes ~~interests~~a ~~(“Common~~sports ~~Units”)~~bar ~~resulting in the Lenders becoming our “Members”~~ and ~~(b) 100%~~viewing ~~of $45~~patio.0 ~~million~~Non-gaming inamenities ~~aggregate~~include ~~principal~~a ~~amount~~16-screen ofmovie ~~senior~~theater ~~secured~~complex, ~~term loans of Aliante Gaming (the “Senior Secured Loans”) under~~ a ~~new~~650-seat ~~senior secured credit facility (the “Senior Secured Credit Facility”)~~showroom, ~~(iii) the~~an ~~Previous~~entertainment ~~Facility and the Swap Agreement were canceled (clauses (i)~~lounge, ~~(ii) and~~a ~~(iii) referred~~spa ~~to herein as the “Restructuring Transactions”)~~ and ~~(iv) each~~a ~~creditor~~resort ~~holding~~style anpool ~~unsecured~~with ~~claim was paid in full~~cabanas.

~~Management~~The ~~Agreement~~Casino can accommodate both large groups and intimate gatherings in its 14,000-square feet of event and banquet space divided among four ballrooms and six meeting and conference rooms. The Casino’s six full-service restaurants include MRKT Sea & Land, Bistro 57, The Salted Lime, TGI Friday’s, Medley Buffet and the Farm, a 24 hour cafe. The Casino also offers a Starbucks coffee outlet and a variety of fast-food outlets to enhance the dining selection of our customers.

On November 1, 2011, the Company entered into a management agreement (the “Management Agreement”) with New Station pursuant to which New Station agreed to manage the Casino and provide certain transition services should the Management Agreement be terminated. Under the terms of the Management Agreement, we were obligated to pay New Station (i) a monthly base management fee equal to 1% of the gross revenues from the Casino, (ii) an annual incentive management fee payable quarterly equal to 7.5% of positive earnings before interest, taxes, depreciation and amortization (“EBITDA”) up to and including $7.5 million and 10% of EBITDA in excess of $7.5 million, and (iii) subject to certain limitations, reimbursement of certain expenses including shared services expenses. Effective November 14, 2011, the Company and New Station agreed to terminate the Management Agreement.2

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2Operating Strategy

~~Table~~The ofCasino ~~Contents~~caters primarily to North Las Vegas residents. Our operating strategy emphasizes attracting and retaining customers from the local and repeat visitor markets. We attract customers through:

~~Pursuant~~● ~~to the transition services sections of the Management Agreement~~innovative, ~~New~~frequent ~~Station continued to operate~~ and ~~manage~~high-profile ~~the~~promotional ~~Casino~~programs ~~until~~directed ~~October 31,~~towards ~~2012. Effective November 1, 2012, Aliante Gaming assumed management and established its own internal management team to oversee~~ the ~~operations~~local ~~of the Casino.~~market;

~~Narrative~~● ~~Description~~focused ofmarketing ~~Business~~efforts and a convenient location;

~~Our~~● ~~business~~aggressive ~~focuses~~marketing onto ~~attracting~~the ~~and fostering~~ repeat ~~business~~visitor ~~from~~market; ~~local gaming patrons at our Casino. Local patrons are typically sophisticated gaming customers who seek a convenient location, the latest gaming products~~ and ~~a pleasant atmosphere.~~

~~The~~● ~~Casino is located in~~ the ~~Aliante~~development ~~master-planned~~of ~~community~~strong ~~(the~~relationships ~~“Aliante~~with ~~Community”)~~specifically ~~and~~targeted istravel ~~situated~~wholesalers on approximately 40 acres within the 1,905-acre Aliante Community. The Casino is located adjacent to an 18-hole championship course (not owned by us) and has convenient access to major freeways connecting it to points throughout Las Vegas. The Casino opened in ~~November 2008~~addition ~~and is a full-service casino and hotel offering high quality accommodations, gaming, dining, entertainment, attractive promotions, retail and other resort amenities. The Casino is considered~~ to beconvention ~~one of the premier locals-oriented casinos in the North Las Vegas, Nevada market today~~business.

~~The~~Although ~~Casino~~perceived ~~features~~value awill ~~full-service~~initially ~~Scottsdale-modern,~~attract ~~desert-inspired~~a ~~casino~~customer ~~and~~to ~~resort~~the ~~with approximately 82~~Casino,~~000~~ ~~square~~actual ~~feet~~value ofgenerates ~~gaming~~customer ~~space,~~satisfaction ~~202 hotel rooms including suites, 1,837 slot machines, 30 gaming tables,~~ and ~~a 200-seat bingo room~~loyalty. ~~The~~We ~~ultra-modern~~believe ~~170-seat~~that ~~race~~actual ~~and~~value ~~sports~~becomes ~~book~~apparent ~~rivals~~during ~~any~~the incustomer’s ~~Las~~visit ~~Vegas~~through ~~and~~an ~~also~~enjoyable, ~~includes~~affordable ~~a sports bar~~ and ~~viewing patio. Non~~high-~~gaming~~quality ~~amenities include a 16-screen movie theater complex, a 650-seat showroom, an~~ entertainment ~~lounge, a spa and a resort style pool with cabanas~~experience.

~~The~~Provide Casino can accommodate both large groups and intimate gatherings in its 14,000-square feet of event and banquet space divided among four ballrooms and six meeting and conference rooms. The Casino’s six full-service restaurants include MRKT Sea & Land, Bistro 57, The Salted Lime, TGI Friday’s, Medley Buffet and the Farm, a ~~24 hour cafe. The Casino also offers a variety of fast~~High-~~food~~Value ~~outlets to enhance the customers’ dining selection.~~Experience

~~Operating~~Because ~~Strategy~~we target the repeat customer, we are committed to providing a high-value entertainment experience for our customers in the restaurants, hotel, casino and other entertainment amenities, which include movie theaters and a resort-like pool facility. In addition, we believe the value offered by our restaurants is a major factor in attracting local gaming customers, as dining is a primary motivation for casino visits by many locals. Through our restaurants, each of which has a distinct style of cuisine, the Casino offers generous portions of high-quality food at reasonable prices. In addition, our operating strategy focuses on slot and video poker machine play. Our target market consists of frequent gaming patrons who seek a friendly atmosphere and convenience. Because locals and repeat visitors demand variety and quality in their slot and video poker machine play, the Casino strives to offer the latest in slot and video poker technology.

~~The~~As ~~Casino~~part ~~caters~~of ~~primarily~~our commitment to ~~North~~providing ~~Las~~a ~~Vegas~~quality ~~residents~~entertainment experience for our patrons, we are dedicated to ensuring a high level of customer satisfaction and loyalty by providing attentive customer service in a friendly, casual atmosphere. ~~Our~~We ~~operating~~recognize ~~strategy~~that ~~emphasizes~~consistent ~~attracting~~quality and ~~retaining~~a ~~customers~~comfortable atmosphere stem from the ~~local~~collective care and ~~repeat~~friendliness ~~visitor~~of ~~markets~~each of our employees. WeToward ~~attract~~this ~~customers~~end, we take a hands-on approach through: active and direct involvement with employees at all levels.

~~· innovative,~~Marketing ~~frequent~~ and ~~high-profile promotional programs directed towards the local market;~~Promotion

~~· focused~~We employ an innovative marketing ~~efforts~~strategy that utilizes frequent high-profile promotional programs in order to attract customers and establish a ~~convenient~~high ~~location;~~level of name recognition. In addition to aggressive marketing through radio and newspaper advertising, we consistently assess existing marketing promotions and create new promotions to attract customers.

~~· aggressive~~Our ~~marketing~~player loyalty program, the Aliante Players Club, allows participants to redeem points earned from their gaming activity at the ~~repeat~~Casino ~~visitor~~for ~~market;~~complimentary ~~and~~slot play, food, beverages, hotel rooms, spa treatments, movie passes, entertainment tickets or merchandise from the gift shop. Under the player loyalty program, participants may accumulate points over time that can be redeemed at their discretion under the terms of the Aliante Players Club.

~~· the~~Intellectual ~~development of strong relationships with specifically targeted travel wholesalers in addition to convention business.~~Property

~~Although~~We ~~perceived~~use ~~value~~a ~~will~~variety ~~initially~~of ~~attract~~trade anames, ~~customer~~service tomarks ~~the~~and ~~Casino~~trademarks (collectively, ~~actual~~“Marks”) ~~value~~in ~~generates~~our ~~customer~~operations ~~satisfaction~~ and ~~loyalty. We~~ believe that ~~actual~~we ~~value~~have ~~becomes~~all ~~apparent~~licenses ~~during~~for the ~~customer’s~~third-party ~~visit~~Marks ~~through~~necessary anto ~~enjoyable,~~conduct ~~affordable~~our ~~and~~continuing ~~high-quality entertainment experience~~operations. ~~The~~We ~~City~~have ofregistered ~~North~~several ~~Las~~composite ~~Vegas,~~Marks ~~which~~(as ~~had~~described ~~been~~in ~~one of~~ the ~~fastest-growing~~following ~~cities~~paragraph) inwith the United States, ~~had~~Patent ~~been characterized by a historically strong economy~~ and ~~demographics,~~Trademark ~~which~~Office ~~included~~or anotherwise ~~increasing~~acquired ~~number of retirees and other active gaming customers; however,~~ the ~~city~~licenses ~~continues~~ to beuse ~~adversely~~those affected by the national economic downturn. The economic downturn continues to have an adverse impact on the population growth and economy of North Las Vegas, resulting in significant declines in the local housing market and continuing high unemployment which ~~has~~are ~~negatively~~material ~~affected consumer spending and customer visits~~ to ~~the~~our ~~Casino~~business.

~~Provide~~We use the “ALIANTE” mark pursuant to a ~~High~~license agreement, dated January 6, 2006, with North Valley Enterprises, LLC (“North Valley”) (an affiliate of GC Aliante). Under the agreement, North Valley grants us a non-~~Value~~exclusive, ~~Experience~~non-transferable, non-sublicensable, royalty-free license to use certain Marks owned by North Valley in connection with the Casino. The license agreement is perpetual, provided that North Valley may terminate the license if we fail to meet the quality standards applicable to the use of the Marks and fail to cure any such failure within thirty days. The license provides that North Valley will own all right, title and interest in any derivative Marks consisting of “ALIANTE” (or another Mark licensed by North Valley under the agreement). If we are required to cease and desist using the “ALIANTE” mark or any derivative Marks for any reason, we may be unable to obtain a license to use such Marks on favorable terms, or at all.

Because we target the repeat customer, we are committed to providing a high-value entertainment experience for our customers in the restaurants, hotel, casino and other entertainment amenities, which include movie theaters and a resort-like pool facility. In addition, we believe the value offered by our restaurants is a major factor in attracting local gaming customers, as dining is a primary motivation for casino visits by many locals. Through its restaurants, each of which has a distinct style of cuisine, the Casino offers generous portions of high-quality food at reasonable prices. In addition, our operating strategy focuses on slot and video poker machine play. Our target market consists of frequent gaming patrons who seek a friendly atmosphere and convenience. Because locals and repeat visitors demand variety and quality in their slot and video poker machine play, the Casino strives to offer the latest in slot and video poker technology.3

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3Seasonality

~~Table~~Our ofcash ~~Contents~~flows from operating activities are seasonal in nature. Our operating results are traditionally the strongest in the first quarter and the fourth quarter, and traditionally the weakest during the third quarter.

As part of our commitment to providing a quality entertainment experience for our patrons, we are dedicated to ensuring a high level of customer satisfaction and loyalty by providing attentive customer service in a friendly, casual atmosphere. We recognize that consistent quality and a comfortable atmosphere stem from the collective care and friendliness of each of our employees. Toward this end, we take a hands-on approach through active and direct involvement with employees at all levels.Competition

~~Marketing~~We face competition from all the 166 non-restricted gaming locations in Clark County, Nevada and ~~Promotion~~more specifically from the 11 non-restricted gaming locations, as well as the restricted gaming locations (locations with 15 or fewer slot machines) in the North Las Vegas area. We compete with other gaming locations by focusing on repeat customers and attracting these customers through innovative marketing programs. Our value-oriented, high-quality approach is designed to generate repeat business. The Casino is strategically located and designed to permit convenient access and ample parking, which are critical factors in attracting local visitors and repeat patrons.

We ~~employ~~also ancompete ~~innovative~~for ~~marketing~~local ~~strategy~~gaming ~~that~~customers ~~utilizes~~with ~~frequent~~other ~~high~~locals-~~profile~~oriented ~~promotional~~casino-hotels ~~programs~~ in ~~order~~Las toVegas ~~attract~~and ~~customers~~Henderson, ~~and~~Nevada. ~~establish~~We abelieve ~~high~~that ~~level~~these ofproperties ~~name~~compete ~~recognition.~~on Inthe ~~addition~~basis toof ~~aggressive~~the ~~marketing~~desirability ~~through~~of ~~radio~~location and ~~newspaper~~gaming ~~advertising~~product, wepersonalized ~~consistently~~service, ~~assess~~casino ~~existing~~promotions, ~~marketing~~comfort ~~promotions~~and value of restaurants and ~~create~~hotel rooms and the variety and value of entertainment offerings. The construction of new ~~promotions~~casinos toor ~~attract~~the ~~customers~~expansion of existing casinos near the Casino could have a negative impact on our casino operations.

InTo ~~November 2012~~a lesser extent, we ~~introduced~~compete ~~our~~with ~~own~~gaming ~~player~~operations ~~loyalty~~in ~~program,~~other parts of the ~~Aliante~~state ~~Players~~of ~~Club~~Nevada, ~~which~~such ~~allows~~as ~~participants~~Mesquite, toLaughlin, ~~redeem~~Reno ~~points~~and ~~earned~~Lake ~~from~~Tahoe, ~~their~~and other gaming ~~activity~~markets atthroughout the ~~Casino~~United ~~for~~States ~~complimentary~~and ~~slot~~in ~~play,~~other ~~food,~~parts ~~beverages,~~of ~~hotel~~the world; with state sponsored lotteries; on-and-off-track wagering on horse and other races; card rooms; online gaming and other forms of legalized gambling. The gaming industry also includes land-based casinos, ~~spa~~dockside ~~treatments~~casinos, ~~movie~~riverboat ~~passes~~casinos, ~~entertainment~~racetracks ~~tickets~~with orslots ~~merchandise~~and ~~from~~casinos ~~the~~located ~~gift~~on ~~shop~~Native American land. ~~Under~~There ~~the~~is ~~player~~intense ~~loyalty~~competition ~~program~~among companies in the gaming industry, ~~participants~~some ~~may~~of ~~accumulate~~which ~~points~~have ~~over~~significantly ~~time~~greater ~~that~~resources ~~can~~than bewe ~~redeemed~~do. atSeveral ~~their~~states ~~discretion~~are ~~under~~currently ~~the~~considering ~~terms~~legalizing ofcasino gaming in designated areas. Legalized casino gaming in such states and on Native American land could result in increased competition and could adversely affect our operations, particularly to the ~~Aliante~~extent ~~Players~~that ~~Club~~such gaming is conducted in areas close to our operations.

~~Intellectual~~Regulation ~~Property~~and Licensing

WeThe ~~use~~ownership aand ~~variety~~operation of ~~trade~~casino ~~names,~~gaming ~~service~~facilities ~~marks~~in Nevada are subject to the Nevada Gaming Control Act and ~~trademarks~~the regulations promulgated thereunder (collectively, the “~~Marks~~Nevada Act”), inand ~~our~~various ~~operations~~local regulations. We are subject to the licensing and ~~believe~~regulatory ~~that~~control weof ~~have~~the ~~all~~Nevada ~~licenses~~Gaming ~~for~~Commission (the ~~third-party~~“Gaming ~~Marks~~Commission”), ~~necessary~~the toNevada ~~conduct~~State ~~our~~Gaming ~~continuing~~Control ~~operations.~~Board We(the ~~have~~“Gaming ~~registered~~Board”), ~~several~~the ~~composite~~Clark ~~Marks~~County ~~(as~~Liquor ~~described~~and inGaming Licensing Board (the ~~following~~“Clark ~~paragraph~~County Board”), ~~with~~ the ~~United~~City ~~States~~of ~~Patent~~North Las Vegas and ~~Trademark~~other ~~Office~~local orregulatory ~~otherwise~~authorities ~~acquired~~(collectively, the ~~licenses~~“Gaming toAuthorities”). ~~use~~The ~~those~~laws, regulations and supervisory procedures of the Gaming Authorities are based upon declarations of public policy which are ~~material~~concerned towith, ~~our~~among ~~business.~~other things:

We● ~~use~~ the ~~“ALIANTE”~~prevention ~~mark pursuant to a license agreement, dated January 6, 2006, with North Valley Enterprises, LLC (“North Valley”) (an affiliate~~ of GCunsavory ~~Aliante).~~or ~~Under~~unsuitable ~~the~~persons ~~agreement,~~from ~~North~~having ~~Valley grants us~~ a ~~non-exclusive,~~direct ~~non-transferable,~~or ~~non-sublicensable,~~indirect ~~royalty-free~~involvement ~~license to use certain Marks owned by North Valley in connection~~ with ~~the~~gaming ~~Casino.~~at ~~The license agreement is perpetual, provided that North Valley may terminate the license if we fail to meet the quality standards applicable to the use of the Marks and fail to cure~~ any ~~such~~time ~~failure~~or ~~within thirty days. The license provides that we will own all right, title and interest~~ in any ~~composite Marks consisting of “ALIANTE” (or another Mark licensed by North Valley under the agreement)~~capacity; provided, that upon termination of the license agreement, we must cease and desist using all such composite Marks and immediately cancel or withdraw any trademark applications or registrations for any composite Marks. If we are required to cease and desist using the “ALIANTE” mark or any composite Marks for any reason, we may be unable to obtain a license to use such Marks on favorable terms, or at all.

~~Seasonality~~● the establishment and maintenance of responsible accounting practices and procedures;

~~Our~~● ~~cash~~the ~~flows~~maintenance ~~from~~of ~~operating~~effective ~~activities~~controls ~~are~~over ~~seasonal~~the infinancial ~~nature.~~practices ~~Our~~of ~~operating~~licensees, ~~results~~including ~~are~~the ~~traditionally~~establishment ~~the~~of ~~strongest~~minimum inprocedures ~~the~~for ~~first~~internal ~~quarter~~fiscal affairs and the ~~fourth~~safeguarding ~~quarter~~of assets and revenues, providing reliable record keeping and ~~traditionally~~requiring the ~~weakest~~filing ~~during~~of periodic reports with the ~~third~~Gaming ~~quarter.~~Authorities;

~~Competition~~● the prevention of cheating and fraudulent practices; and

We● ~~face~~providing ~~competition~~a ~~from~~source ~~all~~of ~~the~~state ~~168 non-restricted gaming locations in the Clark County area~~ and ~~more~~local ~~specifically~~revenues from the 12 non-restricted gaming locations, as well as the restricted gaming locations (locations with 15 or fewer slot machines) in the North Las Vegas area. We compete with other gaming locations by focusing on repeat customers and attracting these customers through ~~innovative~~taxation ~~marketing programs. Our value-oriented, high-quality approach is designed to generate repeat business. The Casino is strategically located~~ and ~~designed~~licensing ~~to permit convenient access and ample parking, which are critical factors in attracting local visitors and repeat patrons~~fees.

WeChanges ~~also compete for local gaming customers with other locals-oriented casino-hotels~~ in ~~Las Vegas. We believe that~~ these ~~properties compete on the basis of the desirability of location and gaming product~~laws, ~~personalized~~regulations ~~service, casino promotions, comfort~~ and ~~value~~procedures ~~of restaurants and hotel rooms and the variety and value of entertainment offerings. The construction of new casinos or the expansion of existing casinos near the Casino~~ could have aan ~~negative~~adverse ~~impact~~effect on our ~~casino~~gaming operations.

~~To a lesser extent~~Entities, weincluding ~~compete~~our ~~with~~subsidiary ~~gaming~~Aliante ~~operations~~Gaming, inthat ~~other~~own ~~parts~~and ofoperate ~~the~~casinos ~~state~~in of Nevada, ~~such~~are asrequired ~~Mesquite,~~to ~~Reno,~~be ~~Laughlin~~licensed ~~and~~by ~~Lake~~the ~~Tahoe,~~Gaming ~~and~~Authorities. ~~other~~A gaming ~~markets~~license ~~throughout~~for ~~the~~such ~~United~~activities ~~States~~requires ~~and~~the inperiodic ~~other~~payment ~~parts~~ of ~~the~~fees ~~world; with state sponsored lotteries; on-~~and~~-off-track~~ ~~wagering~~taxes ~~on horse~~ and ~~other~~is ~~races;~~not ~~card rooms; online gaming and other forms of legalized gambling~~transferable. ~~The~~We ~~gaming~~have ~~industry~~received ~~also~~all ~~includes~~necessary ~~land-based~~licenses ~~casinos,~~from ~~dockside~~the ~~casinos,~~Gaming ~~riverboat~~Authorities ~~casinos,~~for ~~racetracks~~Aliante ~~with~~Gaming ~~slots~~to ~~and~~conduct ~~casinos~~non-restricted ~~located~~gaming onoperations ~~Native~~at ~~American~~the ~~land~~Casino. ~~There~~No isperson ~~intense~~may ~~competition~~become ~~among~~a ~~companies~~holder ~~in the gaming industry, some~~ of ~~which~~more ~~have significantly greater resources~~ than wea ~~do.~~5% ~~Several~~interest ~~states~~in ~~are~~or ~~currently~~receive ~~considering~~any ~~legalizing~~percentage ~~casino~~of gaming inrevenue ~~designated~~from ~~areas.~~Aliante ~~Legalized~~Gaming, ~~casino~~without ~~gaming~~first inobtaining ~~such~~licenses ~~states~~ and onapprovals ~~Native~~from ~~American~~the ~~land~~Gaming ~~could~~Authorities. ~~result~~No inperson ~~increased~~may ~~competition~~become ~~and~~a ~~could~~holder ~~adversely~~of ~~affect~~a ~~our~~5% ~~operations,~~or ~~particularly~~less tointerest ~~the~~in ~~extent~~Aliante ~~that~~Gaming ~~such~~without ~~gaming~~registering iswith ~~conducted~~the inGaming ~~areas close to our operations~~Authorities.

Table Of Contents

~~Table~~The Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, us in order to determine whether such individual is suitable or should be licensed as a business associate of ~~Contents~~an entity that has applied for a gaming license or for registration. Certain officers, managers and key employees of the Company must file applications with the Gaming Authorities and are required to be licensed or found suitable by the Gaming Authorities. The Gaming Authorities may deny, limit or condition a grant of any license, registration, finding of suitability or other approval for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. Changes in licensed positions must be reported to the Gaming Authorities and, in addition to their authority to deny an application for a license or finding of suitability, the Gaming Authorities have jurisdiction to disapprove any change in corporate position.

~~Regulation~~If ~~and~~the ~~Licensing~~Gaming Authorities were to find an officer, manager or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. In addition, the Gaming Commission may require us to terminate the employment of any person who refuses to file the appropriate applications. Determinations of suitability or decisions pertaining to licensing are not subject to judicial review in Nevada.

The ~~ownership~~Company ~~and~~is ~~operation~~required ~~of casino gaming facilities in Nevada are subject~~ to ~~the~~submit ~~Nevada~~detailed ~~Gaming~~financial ~~Control Act~~ and ~~the~~operating ~~regulations~~reports ~~promulgated thereunder (collectively, the “Nevada Act”), and various local regulations. We are subject~~ to the ~~licensing and regulatory control of the Nevada~~ Gaming ~~Commission~~Authorities. ~~(the~~Substantially ~~“Gaming~~all ~~Commission”),~~material ~~the Nevada State Gaming Control Board (the “Gaming Board”)~~loans, ~~the Clark County Liquor and Gaming Licensing Board (the “Clark County Board”)~~leases, ~~the~~sales ~~City~~ of ~~North~~securities ~~Las Vegas~~ and ~~other~~similar ~~local~~financing ~~regulatory~~transactions ~~authorities~~by ~~(collectively,~~ the ~~“Gaming~~Company ~~Authorities”).~~must ~~The~~be ~~laws,~~reported ~~regulations~~to ~~and supervisory procedures of~~ the Gaming Authorities ~~are~~and ~~based~~may ~~upon~~require ~~declarations~~their ~~of public policy which are concerned with, among other things:~~approval.

· In the ~~prevention~~event ofthe ~~unsavory~~Company was determined to have violated the Nevada Act, the Gaming Commission could limit, condition, suspend or ~~unsuitable~~revoke ~~persons~~any ~~from~~license, ~~having~~registration, afinding ~~direct~~of suitability or ~~indirect~~other ~~involvement~~approval subject to compliance with ~~gaming~~certain statutory and regulatory procedures. In addition, the Company and the individuals involved could be subject to substantial fines for each separate violation of the Nevada Act at ~~any~~the ~~time~~discretion of the Gaming Commission. Further, the Gaming Commission could seek court appointment of a supervisor to operate the Casino and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the Casino) could be forfeited to the State of Nevada. The limitation or insuspension of any ~~capacity;~~gaming license or registration, or the appointment of a supervisor, would materially adversely affect our operations.

· Any beneficial holder of the ~~establishment~~Company’s membership units, regardless of the number of units owned, may be required to file an application, be investigated and ~~maintenance~~have his or her suitability as a beneficial holder of ~~responsible~~the ~~accounting~~Company’s ~~practices~~equity securities determined if the Gaming Commission has reason to believe that such ownership would be inconsistent with the declared policies of the State of Nevada. If such beneficial holder, who must be found suitable, is a corporation, partnership, trust or other form of business organization, it must submit detailed business and ~~procedures;~~financial information including a list of its beneficial owners. The applicant must pay all costs of the investigation incurred by the Gaming Authorities in connection with conducting such investigation.

· Moreover, given that the ~~maintenance~~Company is a registered public company under the Nevada Act any person who acquires more than 5% of ~~effective~~the ~~controls~~Company’s ~~over~~voting securities must be reported to the ~~financial~~Gaming ~~practices~~Commission. The Nevada Act requires beneficial owners of ~~licensees~~more than 10% of a registered public company’s voting securities apply to the Gaming Commission for a finding of suitability within 30 days after the Chairman of the Gaming Board mails the written notice requiring such filing. However, ~~including~~an “institutional investor,” as defined in the ~~establishment~~Nevada Act, that acquires more than 10%, but not more than 25%, of ~~minimum~~a ~~procedures~~registered public company’s voting securities (and if any such voting securities were acquired other than through a debt restructuring) may apply to the Gaming Commission for ~~internal~~a ~~fiscal~~waiver ~~affairs~~of a finding of suitability if that institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may hold more than 25%, but not more than 29%, of a registered public company’s voting securities and maintain its waiver if the ~~safeguarding~~additional ownership results from equity repurchase by such registered company. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of ~~assets~~business as an institutional investor and ~~revenues~~not for the purpose of causing, ~~providing~~directly ~~reliable~~or ~~record~~indirectly, ~~keeping~~the ~~and~~election ~~requiring~~of a majority of the ~~filing~~members of ~~periodic~~the ~~reports~~board ~~with~~of directors or managers of the registered public company, any change in the corporate charter, bylaws, management, policies or operations of the registered public company, or any of its gaming affiliates or any other action which the Gaming ~~Authorities;~~Commission finds to be inconsistent with holding such registered company’s voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include:

~~· the~~● ~~prevention~~voting ofon ~~cheating~~all ~~and~~matters ~~fraudulent~~voted ~~practices;~~on ~~and~~by equity holders;

~~· providing~~● amaking ~~source~~financial and other inquiries of ~~state~~management ~~and~~of ~~local~~the ~~revenues~~type ~~through~~normally ~~taxation~~made by securities analysts for informational purposes and ~~licensing~~not ~~fees.~~to cause a change in its management, policies or operations; and

~~Changes~~● inother ~~these~~activities ~~laws,~~as ~~regulations~~the ~~and~~Gaming ~~procedures~~Commission ~~could~~may ~~have~~determine anto ~~adverse~~be ~~effect~~consistent onwith ~~our~~such ~~gaming~~investment ~~operations~~intent.

Entities, including our subsidiary Aliante Gaming, that own and operate casinos in Nevada are required to be licensed by the Gaming Authorities. A gaming license for such activities requires the periodic payment of fees and taxes and is not transferable. We have received all necessary licenses from the Gaming Authorities for Aliante Gaming to conduct non-restricted gaming operations at the Casino. No person may become a holder of more than a 5% interest in or receive any percentage of gaming revenue from Aliante Gaming, without first obtaining licenses and approvals from the Gaming Authorities. No person may become a holder of a 5% or less interest in Aliante Gaming without registering with the Gaming Authorities.

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~~The~~Any ~~Gaming~~person ~~Authorities~~who ~~may~~fails ~~investigate~~or ~~any~~refuses ~~individual~~to ~~who~~apply ~~has~~for a ~~material~~finding ~~relationship~~of ~~to,~~suitability or ~~material~~a ~~involvement~~license ~~with,~~within us30 indays ~~order~~after being ordered to ~~determine~~do ~~whether~~so ~~such~~by ~~individual~~the isGaming ~~suitable~~Commission or ~~should~~by bethe ~~licensed~~Chairman asof athe ~~business~~Gaming ~~associate~~Board ofmay anbe ~~entity~~found ~~that~~unsuitable. ~~has~~The ~~applied~~same ~~for~~restrictions aapply ~~gaming~~to ~~license~~a orrecord ~~for~~owner ~~registration.~~if ~~Certain~~the ~~officers~~record owner, ~~managers~~after ~~and~~request, ~~key~~fails ~~employees~~to ofidentify the ~~Company~~beneficial ~~must~~owner. ~~file~~Any ~~applications~~equity ~~with~~holder ~~the~~found ~~Gaming~~unsuitable ~~Authorities~~ and ~~are~~who ~~required~~holds, todirectly beor ~~licensed~~indirectly, orany ~~found~~beneficial ~~suitable~~ownership byof the ~~Gaming~~equity ~~Authorities.~~of ~~The~~a ~~Gaming~~registered ~~Authorities~~public ~~may~~company ~~deny,~~beyond ~~limit~~the orperiod ~~condition a grant~~ of ~~any~~time ~~license,~~as ~~registration,~~may ~~finding~~be ofprescribed ~~suitability~~by orthe ~~other~~Gaming ~~approval~~Commission ~~for~~may ~~any~~be ~~cause~~guilty ~~that~~of ~~they~~a ~~deem~~criminal ~~reasonable~~offense. AThe ~~finding~~Company ofmay ~~suitability~~become issubject ~~comparable~~ to ~~licensing,~~disciplinary ~~and~~action ~~both~~if, ~~require~~after ~~submission~~receipt of ~~detailed~~notice ~~personal~~that ~~and financial information followed by~~ a ~~thorough~~person ~~investigation.~~is ~~Changes~~unsuitable into ~~licensed positions must~~ be ~~reported~~an toequity ~~the~~holder ~~Gaming~~or ~~Authorities and, in addition~~ to ~~their~~have ~~authority~~any toother ~~deny~~relationship anwith ~~application~~the ~~for~~Company ~~a license~~ or ~~finding~~Aliante ~~of suitability~~Gaming, the ~~Gaming Authorities have jurisdiction to disapprove any change in corporate position.~~Company:

If● ~~the~~pays ~~Gaming Authorities were to find an officer, manager or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with~~ that person. ~~In addition, the Gaming Commission may require us to terminate the employment of~~ any ~~person~~dividend ~~who refuses to file the appropriate applications. Determinations of suitability~~ or ~~decisions~~interest ~~pertaining~~upon tovoting ~~licensing are not subject to judicial review in Nevada.~~securities;

~~The~~● ~~Company~~allows isthat ~~required~~person to ~~submit~~exercise, ~~detailed~~directly ~~financial~~or ~~and~~indirectly, ~~operating~~any ~~reports~~voting toright ~~the~~conferred ~~Gaming~~through ~~Authorities. Substantially all material loans, leases, sales of~~ securities ~~and~~held ~~similar financing transactions~~ by ~~the~~that ~~Company must be reported to, and/or approved by, the Gaming Authorities.~~person;

In● ~~the~~pays ~~event~~remuneration ~~the~~in ~~Company was determined to have violated the Nevada Act, the Gaming Commission could limit, condition, suspend or revoke~~ any ~~license,~~form ~~registration, finding of suitability or other approval subject~~ to ~~compliance~~that ~~with~~person ~~certain statutory and regulatory procedures. In addition, the Company and the individuals involved could be subject to substantial fines~~ for ~~each~~services ~~separate~~rendered violation of the Nevada Act at the discretion of the Gaming Commission. Further, the Gaming Commission could seek court appointment of a supervisor to operate the Casino and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the Casino) could be forfeited to the State of Nevada. The limitation or ~~suspension~~otherwise; ~~of any gaming license~~ or ~~registration, or the appointment of a supervisor, would materially adversely affect our operations.~~

5● fails to pursue all lawful efforts to require the unsuitable person to relinquish his voting securities for cash at fair market value.

~~Table~~We are required to disclose to the Gaming Board and the Gaming Commission the identities of ~~Contents~~all holders of our debt securities. The Gaming Commission may, in its discretion, require the holder of any debt or similar security of a registered public company to file applications, be investigated and be found suitable to own the debt or other security of such a registered company. If the Gaming Commission determines that a person is unsuitable to own the security, then pursuant to Nevada law, the registered public company can be sanctioned, including the loss of its approvals, if without the prior approval of the Gaming Commission, it:

~~Any~~● ~~beneficial~~pays ~~holder of the Company’s membership units, regardless of the number of Common Units owned, may be required~~ to ~~file an application, be investigated and have his or her suitability as a beneficial holder of~~ the ~~Company’s~~unsuitable ~~equity~~person ~~securities~~any ~~determined if the Gaming Commission has reason to believe that such ownership would be inconsistent with the declared policies of the State of Nevada. If such beneficial holder~~dividend, ~~who must be found suitable~~interest, ~~is a corporation, partnership, trust~~ or ~~other~~any ~~form~~distribution of business organization, it must submit detailed business and financial information including a list of its beneficial owners. The applicant must pay all costs of the investigation incurred by the Gaming Authorities in connection with conducting such investigation.whatsoever;

~~Moreover,~~● ~~given~~recognizes ~~that the Company is a registered public company under the Nevada Act~~ any ~~person who acquires more than 5% of the Company’s~~ voting ~~securities~~right must be reported to the Gaming Commission. The Nevada Act requires beneficial owners of more than 10% of a registered public company’s voting securities apply to the Gaming Commission for a finding of suitability within 30 days after the Chairman of the Gaming Board mails the written notice requiring such filing. However, an “institutional investor,” as defined in the Nevada Act, that acquires more than 10%, but not more than 25%, of a registered public company’s voting securities (and if any such voting securities were acquired other than through a debt restructuring) may apply to the Gaming Commission for a waiver of a finding of suitability if that institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may hold more than 25%, but not more than 29%, of a registered public company’s voting securities and maintain its waiver if the additional ownership results from equity repurchase by ~~such registered company. An institutional investor will not be deemed to hold voting securities for investment purposes unless~~ the ~~voting~~unsuitable ~~securities~~person ~~were acquired and are held~~ in ~~the~~connection ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors or managers of the registered public company, any change in the corporate charter, bylaws, management, policies or operations of the registered public company, or any of its gaming affiliates or any other action which the Gaming Commission finds to be inconsistent with ~~holding~~debt ~~such registered company’s voting~~ securities ~~for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include:~~;

~~· voting~~● onpays ~~all~~the ~~matters~~unsuitable ~~voted~~person onremuneration byin ~~equity~~any ~~holders~~form; or

~~· making~~● ~~financial~~makes ~~and~~any ~~other~~payment ~~inquiries~~to ~~of management of~~ the ~~type~~unsuitable ~~normally~~person ~~made~~ by ~~securities~~way ~~analysts~~of ~~for~~principal, ~~informational~~redemption, ~~purposes~~conversion, ~~and not to cause a change in its management~~exchange, ~~policies~~liquidation or ~~operations;~~similar ~~and~~transaction.

~~· other~~We ~~activities~~are asrequired to maintain a current membership interest ledger in Nevada, which may be examined by the Gaming ~~Commission~~Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may ~~determine~~be required to bedisclose ~~consistent~~the ~~with~~identity of the beneficial holder to the Gaming Authorities. A failure to make such ~~investment~~disclosure ~~intent~~may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Gaming Commission has the power to require our securities to bear a legend indicating that the securities are subject to the Nevada Act.

~~Any~~We ~~person~~also ~~who~~may ~~fails~~not ormake ~~refuses to apply for~~ a ~~finding~~public offering of ~~suitability~~securities orwithout athe ~~license~~prior ~~within~~approval 30of ~~days after being ordered to do so by~~ the Gaming Commission orif by the ~~Chairman~~proceeds offrom the ~~Gaming~~offering ~~Board~~are ~~may~~intended to be ~~found~~used ~~unsuitable. The same restrictions apply~~ to aconstruct, ~~record~~acquire ~~owner~~or iffinance ~~the~~gaming ~~record~~facilities ~~owner,~~in ~~after request~~Nevada, ~~fails~~or to ~~identify~~retire ~~the~~or ~~beneficial~~extend ~~owner.~~obligations ~~Any~~incurred ~~equity~~for ~~holder~~those ~~found~~purposes ~~unsuitable~~or ~~and~~similar ~~who~~transactions. ~~holds~~Furthermore, ~~directly~~any orsuch ~~indirectly~~approval, ~~any~~if ~~beneficial~~granted, ~~ownership~~does ofnot ~~the~~constitute ~~equity of~~ a ~~registered~~finding, ~~public~~recommendation ~~company~~or ~~beyond~~approval ~~the period of time as may be prescribed~~ by the Gaming Commission ~~may~~or bethe ~~guilty~~Gaming ofBoard aas ~~criminal offense. The Company may become subject~~ to ~~disciplinary~~the ~~action~~accuracy ~~if,~~or ~~after~~adequacy ~~receipt~~ of ~~notice~~the ~~that~~prospectus aor ~~person~~the isinvestment ~~unsuitable~~merits toof bethe ansecurities ~~equity~~offered. ~~holder~~Any orrepresentation to ~~have any other relationship with~~ the ~~Company~~contrary oris ~~Aliante Gaming, the Company:~~unlawful.

~~· pays~~Changes in the control of the Company through merger, consolidation, equity or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby that person ~~any~~obtains ~~dividend~~control (including foreclosure on the pledged equity interests), may not occur without the prior approval of the Gaming Commission. Entities seeking to acquire control or ~~interest~~ownership ~~upon~~of ~~voting~~a ~~securities;~~registered public company must satisfy the Gaming Board and Gaming Commission in a variety of stringent standards prior to assuming control of such registered company. The Gaming Commission may also require the equity holders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

~~· allows~~The Nevada legislature has declared that ~~person~~some corporate acquisitions opposed by management, repurchases of voting securities and corporate defensive tactics affecting Nevada corporate gaming licensees and registered public companies that are affiliated with those operations may be injurious to ~~exercise~~stable and productive corporate gaming. The Gaming Commission has established regulations to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to: (1) assure the financial stability of corporate gaming licensees and their affiliates; (2) preserve the beneficial aspects of conducting business in the corporate form; and (3) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, ~~directly~~in orcertain ~~indirectly~~circumstances, ~~any~~required ~~voting~~from ~~right~~the ~~conferred~~Gaming ~~through~~Commission before the registered public company can make exceptional repurchases of voting securities ~~held~~above the current market price and before a corporate acquisition opposed by ~~that~~management ~~person;~~can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by the registered public company’s board of directors or managers in response to a tender offer made directly to such registered company’s equity holders for the purposes of acquiring control of the registered public company.

~~· pays remuneration in any form to that person for services rendered or otherwise; or~~6

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~~· fails~~License tofees ~~pursue~~and ~~all~~taxes, ~~lawful~~computed ~~efforts~~in tovarious ~~require~~ways depending on the ~~unsuitable~~type ~~person~~of gaming or activity involved, are payable to ~~relinquish~~the ~~his~~State ~~voting~~of ~~securities~~Nevada, ~~for~~Clark ~~cash~~County atand ~~fair~~City ~~market~~of ~~value~~North Las Vegas. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either:

We● are required to disclose to the Gaming Board and the Gaming Commission the identities of all holders of our debt securities. The Gaming Commission may, in its discretion, require the holder of any debt or similar security of a ~~registered~~percentage ~~public company to file applications, be investigated and be found suitable to own the debt or other security~~ of ~~such a registered company. If~~ the ~~Gaming~~gross ~~Commission~~revenues determines that a person is unsuitable to own the security, then pursuant to Nevada law, the registered public company can be sanctioned, including the loss of its approvals, if without the prior approval of the Gaming Commission, it:received;

~~· pays~~● to the ~~unsuitable~~number ~~person~~of ~~any~~gaming ~~dividend,~~devices ~~interest,~~operated; or ~~any distribution whatsoever;~~

~~· recognizes~~● ~~any voting right by~~ the ~~unsuitable~~number ~~person~~of intable ~~connection~~games ~~with debt securities;~~operated.

~~· pays~~In addition, the ~~unsuitable~~Company ~~person~~pays ~~remuneration~~live inentertainment ~~any~~tax ~~form;~~on oradmission fees for live entertainment provided at the property.

~~· makes~~Any ~~any~~person ~~payment~~who is licensed, required to be licensed, registered, required to be registered or is under common control with such persons (collectively, “Licensees”), and who is, or who proposes to become, involved in a gaming venture outside of Nevada, is required to deposit with the ~~unsuitable~~Gaming ~~person~~Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by ~~way~~the Gaming Board of ~~principal~~the Licensees’ participation in foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the Gaming Commission. Thereafter, ~~redemption~~Licensees are also required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Gaming Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to a foreign gaming operation, ~~conversion~~fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, ~~exchange~~engage in activities, ~~liquidation~~or enter into associations, that are harmful to the State of Nevada or ~~similar~~its ~~transaction~~ability to collect gaming taxes and fees, or employ, contract with or associate with a person in the foreign operation who has been denied a license or a finding of suitability in Nevada on the grounds of personal unsuitability.

6The sale of alcoholic beverages by the Company on the premises of the Casino is subject to licensing, control and regulation by the applicable local authorities. The Company has obtained gaming and liquor licenses from the City of North Las Vegas. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such licenses, and any such disciplinary action could, and revocation of such licenses would, have a material adverse effect upon the results of operations of the Company.

~~Table~~Environmental ~~of Contents~~Matters

WeCompliance ~~are~~with ~~required to maintain a current membership interest ledger in Nevada~~federal, ~~which~~state ~~may~~and belocal ~~examined~~laws byenacted ~~the~~for ~~Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee,~~ the ~~record~~protection ~~holder may be required to disclose the identity~~ of the ~~beneficial~~environment ~~holder~~ to ~~the~~date ~~Gaming~~had ~~Authorities.~~no Amaterial ~~failure~~effect toupon ~~make~~our ~~such~~capital ~~disclosure~~expenditures, ~~may~~earnings beor ~~grounds~~competitive ~~for~~position ~~finding~~and ~~the~~we ~~record~~do ~~holder~~not ~~unsuitable.~~anticipate Weany ~~are~~material ~~also~~adverse ~~required~~effects ~~to render maximum assistance~~ in ~~determining~~ the ~~identity~~future ofbased ~~the~~on ~~beneficial owner. The Gaming Commission has~~ the ~~power~~nature toof ~~require~~ our ~~securities to bear a legend indicating that the securities are subject to the Nevada Act~~operations.

We also may not make a public offering of securities without the prior approval of the Gaming Commission if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or similar transactions. Furthermore, any such approval, if granted, does not constitute a finding, recommendation or approval by the Gaming Commission or the Gaming Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful.Employees

~~Changes~~As ~~in the control~~ of ~~the Company through merger~~February 12, ~~consolidation~~2016, ~~equity~~the orCompany ~~asset~~and ~~acquisitions,~~its ~~management or consulting agreements~~subsidiary, orAliante ~~any act or conduct by a person whereby that person obtains control (including foreclosure on the pledged equity interests)~~Gaming, ~~may~~had ~~not~~782 ~~occur~~full ~~without~~time ~~the~~equivalent ~~prior approval of the Gaming Commission~~employees. ~~Entities~~Aliante ~~seeking to acquire control or ownership of a registered public company must satisfy the~~ Gaming ~~Board~~is ~~and~~not ~~Gaming~~currently ~~Commission~~subject into aany ~~variety~~collective ofbargaining ~~stringent~~agreement ~~standards~~or ~~prior~~similar toarrangement ~~assuming~~with ~~control~~any ~~of such registered company~~union. ~~The Gaming Commission may also require the equity holders~~However, ~~officers,~~union ~~directors~~activists ~~and~~have ~~other~~actively ~~persons~~sought ~~having~~to aorganize ~~material~~employees ~~relationship~~at orthe ~~involvement~~Casino ~~with~~in the ~~entity proposing to acquire control~~past, ~~to be investigated~~ and ~~licensed~~we asbelieve ~~part~~that ofsuch ~~the~~efforts ~~approval~~are ~~process~~ongoing ~~relating~~at tothis ~~the transaction~~time.

~~The~~Financial Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defensive tactics affecting Nevada corporate gaming licensees and registered public companies that are affiliated with those operations may be injurious to stable and productive corporate gaming. The Gaming Commission has established regulations to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to: (1) assure the financial stability of corporate gaming licensees and their affiliates; (2) preserve the beneficial aspects of conducting business in the corporate form; and (3) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Gaming Commission before the registered public company can make exceptional repurchases of voting securities above the current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by the registered public company’s board of directors or managers in response to a tender offer made directly to such registered company’s equity holders for the purposes of acquiring control of the registered public company.Information

~~License~~The ~~fees~~primary source of our revenue and ~~taxes~~income is from our casino operations, ~~computed~~although inwe ~~various~~view ~~ways~~the ~~depending~~hotel rooms, restaurants, bars, entertainment and services on the ~~type~~premises ofto ~~gaming~~be orimportant ~~activity~~adjuncts ~~involved,~~to ~~are~~our ~~payable~~casino operations. Please refer to ~~the~~“Item ~~State~~6. ofSelected ~~Nevada,~~Financial ~~Clark~~Data” ~~County~~and “Item 7. Discussion and ~~City~~Analysis of ~~North~~Financial ~~Las~~Condition ~~Vegas.~~and ~~Depending~~Results ~~upon~~of ~~the~~Operations” ~~particular~~for ~~fee~~information orabout ~~tax~~our ~~involved~~revenues, ~~these~~operating ~~fees~~results and ~~taxes~~total ~~are~~assets ~~payable~~and ~~either~~liabilities ~~monthly,~~and ~~quarterly~~to or“Item ~~annually~~8. Financial Statements and ~~are~~Supplementary ~~based~~Data” ~~upon~~for ~~either:~~our financial statements and accompanying footnotes.

~~· a~~Available ~~percentage of the gross revenues received;~~Information

· We are a reporting company under the ~~number~~Securities Exchange Act of ~~gaming~~1934, ~~devices~~as ~~operated;~~amended or(the “Exchange Act”), and file annual reports, quarterly reports and other documents with the Securities and Exchange Commission (the “SEC”). You may read and copy any materials filed by the Company with the SEC at its Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings will also be available to the public from commercial document retrieval services and at the world wide web site maintained by the SEC at http://www.sec.gov.

~~· the number of table games operated.~~7

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InOur ~~addition,~~internet ~~the~~website ~~Company~~address ~~pays~~is ~~live entertainment tax on admission fees for live entertainment provided at the property and on any sales of food, beverage and merchandise made in connection with taxable live entertainment~~www.aliantegaming.com.

~~Any~~ITEM person who is licensed, required to be licensed, registered, required to be registered or is under common control with such persons (collectively, “Licensees”), and who is, or who proposes to become, involved in a gaming venture outside of Nevada, is required to deposit with the Gaming Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Gaming Board of the Licensees’ participation in foreign gaming1A. ~~The~~RISK ~~revolving fund is subject to increase or decrease at the discretion of the Gaming Commission~~FACTORS. Thereafter, Licensees are also required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Gaming Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to a foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities, or enter into associations, that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ, contract with or associate with a person in the foreign operation who has been denied a license or a finding of suitability in Nevada on the grounds of personal unsuitability.

7The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, those discussed below as well as those discussed elsewhere in this Annual Report on Form 10-K. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected.

~~Table~~Risks ofRelated ~~Contents~~to Our Business

~~The~~Any ~~sale~~economic ofdownturn ~~alcoholic~~may ~~beverages~~be byprotracted ~~the~~in ~~Company~~our onkey ~~the~~market ~~premises of the Casino is subject to licensing, control~~ and ~~regulation~~may bycontinue the applicable local authorities. The Company has obtained gaming and liquor licenses from the City of North Las Vegas. All licenses are revocable and are not transferable. The agencies involved have full power to ~~limit,~~negatively ~~condition,~~impact ~~suspend~~our orrevenues ~~revoke any such licenses,~~ and ~~any~~other ~~such~~operating ~~disciplinary action could, and revocation of such licenses would, have a material adverse effect upon the~~ results ~~of operations of the Company~~.

~~Environmental~~We ~~Matters~~draw a substantial number of customers from the Las Vegas valley, as well as certain geographic areas, including Southern California, Arizona and Utah. The economies of these areas have been and may continue to be, negatively impacted due to a number of factors, including the credit crisis and a decrease in consumer confidence levels. These areas, especially Las Vegas, had recently experienced a severe economic downturn and adverse conditions in the local markets that negatively affected the Casino’s operations, and may continue to negatively affect our operations in the future.

~~Compliance~~Gaming ~~with~~and ~~federal,~~other ~~state~~leisure activities that we offer represent discretionary expenditures and ~~local~~participation ~~laws~~in ~~enacted~~such ~~for~~activities ~~the~~have ~~protection~~been ofparticularly ~~the~~adversely ~~environment~~impacted toas ~~date~~a ~~had~~result noof ~~material~~the ~~effect~~economic ~~upon~~downturn ~~our~~because ~~capital~~consumers ~~expenditures,~~have ~~earnings~~less ordisposable ~~competitive~~income ~~position~~to ~~and~~spend weon dodiscretionary ~~not~~activities. ~~anticipate~~The ~~any~~weak ~~material~~economic ~~adverse~~conditions ~~effects~~adversely inaffected consumer spending at the ~~future~~Casino ~~based~~and onmay ~~the~~continue ~~nature~~to ofadversely affect our ~~operations~~business.

~~Employees~~Furthermore, other uncertainties, including national and global economic conditions, other global events, or terrorist attacks or disasters in or around Southern Nevada could have a significant adverse effect on our business, financial condition and results of operations. In addition, due to the existing uncertainty in the capital and credit markets, we may not be able to refinance our existing debt or obtain additional credit facilities on terms acceptable to us or at all in order to meet these challenges.

AsOur ofbusiness ~~February 28, 2015, the Company had 881 employees. Aliante Gaming~~ is ~~not~~sensitive ~~currently subject~~ to ~~any~~reductions ~~collective~~in ~~bargaining~~discretionary ~~agreement~~consumer orspending ~~similar~~as ~~arrangement~~a ~~with~~result ~~any~~of ~~union.~~downturns ~~However, union activists have actively sought to organize employees at the Casino~~ in the ~~past, and we believe that such efforts are ongoing at this time~~economy.

~~Financial~~Consumer ~~Information~~demand for the offerings of a casino hotel property such as ours is sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, the uncertainty and distress in the housing and credit markets, the impact of high energy, fuel, food and healthcare costs, the potential for bank failures, perceived or actual changes in disposable consumer income and wealth, taxes, effects or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer and materially and adversely affect our business and results of operations.

~~The~~ Our ~~primary~~casinos ~~source~~draw ofcustomers ~~our~~from ~~revenue~~the ~~and~~Las ~~income~~Vegas ismetropolitan ~~from~~area, ~~our~~as ~~casino~~well ~~operations~~as nearby geographic areas, ~~although~~including weSouthern ~~view~~California, Arizona and Utah. While the ~~hotel~~economies ~~rooms,~~of ~~restaurants~~these areas have shown significant recovery, ~~bars~~we are unable to determine the sustainability or strength of the recovery. In addition, ~~entertainment~~the overall economic outlook and ~~services~~residential onreal estate market in the ~~premises~~United toStates, beand ~~important~~in ~~adjuncts~~particular toLas Vegas, remain uncertain and our ~~casino~~target ~~operations.~~markets, ~~Please~~in ~~refer~~particular Las Vegas, continue to ~~“Item~~experience 6.significantly ~~Selected~~higher ~~Financial~~rates ~~Data”~~of ~~and~~unemployment ~~“Item~~than 7the national average. ~~Discussion~~The economic downturn and ~~Analysis~~adverse ofconditions ~~Financial~~previously ~~Condition~~experienced in our target markets and ~~Results~~in ofthe ~~Operations”~~United ~~for~~States ~~information~~generally ~~about~~resulted ~~our~~in ~~revenues~~a significant decline in spending in Las Vegas, ~~operating~~which negatively affected our results ~~and~~of ~~total~~operations. ~~assets~~Any ~~and~~slowing ~~liabilities~~of ~~and~~the torecovery ~~“Item~~or 8.a ~~Financial~~return ~~Statements~~to ~~and~~an ~~Supplementary~~economic ~~Data”~~downturn ~~for~~would ~~our~~further ~~financial~~negatively ~~statements~~affect ~~and~~our ~~accompanying~~results ~~footnotes~~of operations.

~~Available~~We ~~Information~~have limited liquidity and capital resources and may not be able to generate sufficient cash flows to finance all operating expenses, working capital needs and capital expenditures.

We ~~are~~have a ~~reporting~~limited ~~company~~amount ~~under~~of ~~the~~cash ~~Securities~~and ~~Exchange~~we ~~Act~~do ofnot ~~1934,~~have asa ~~amended~~credit ~~(the~~facility ~~“Exchange~~upon ~~Act”),~~which ~~and~~to ~~file~~draw ~~annual~~funds. ~~reports,~~We ~~quarterly~~generated ~~reports~~cash ~~and~~from ~~other~~operations ~~documents~~of ~~with~~$18.9 ~~the~~million ~~Securities~~for ~~and~~the ~~Exchange~~year ~~Commission~~ended ~~(the~~December 31, ~~“SEC”)~~2015. ~~You~~We ~~may~~believe ~~read~~that our available cash and ~~copy~~cash ~~any~~flows ~~materials~~from ~~filed~~our byoperations ~~the~~will ~~Company~~provide ~~with~~sufficient ~~the~~liquidity ~~SEC~~to atfund ~~its~~our ~~Public~~cash ~~Reference~~requirements, ~~Room at~~interest ~~100~~payments Fand ~~Street,~~capital ~~NE,~~expenditures ~~Room 1580,~~for ~~Washington~~2016. However, ~~D.C.~~we ~~20549.~~cannot ~~You~~assure ~~may~~that ~~obtain~~we ~~information~~will ongenerate ~~the~~sufficient ~~operation~~income ofand ~~the~~liquidity ~~Public~~to ~~Reference~~meet ~~Room by~~all ~~calling~~of ~~the~~our ~~SEC~~liquidity atrequirements ~~1-800-SEC-0330~~and other obligations. Our ~~filings~~results ~~will~~for ~~also~~future beperiods ~~available~~are subject to ~~the~~numerous ~~public~~uncertainties ~~from~~which ~~commercial~~may ~~document~~result ~~retrieval~~in ~~services~~liquidity problems, and atin ~~the~~turn ~~world~~affect ~~wide~~our ~~web~~ability ~~site~~to ~~maintained~~meet byour ~~the~~obligations ~~SEC~~while atattempting ~~http://www~~to meet competitive pressures or adverse economic conditions.~~sec.gov.~~

~~Our internet website address is www.aliantegaming.com.~~8

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~~ITEM~~On 1AMarch 4, 2016, the Company secured a commitment from Wells Fargo Bank, National Association (“Wells Fargo”), subject to certain conditions, including, but not limited to, completing the loan documents, for a reducing Revolving Credit Facility (“Revolving Credit Facility”) in the initial principal amount of up to $50.0 ~~RISK~~million, ~~FACTORS~~with three options to increase the principal amount of the Revolving Credit Facility in an aggregate principal amount of up to $20.0 million for each option. No assurance can be given that the Company and Wells Fargo will complete the loan documents for the Revolving Credit Facility.

~~The~~We ~~following~~are ~~risk~~entirely ~~factors~~dependent ~~should be considered carefully in addition to the other information contained in this Annual Report~~ on ~~Form 10-K.~~one ~~This~~property ~~Annual~~for ~~Report~~all onof ~~Form 10-K~~our ~~contains~~cash forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences includeflow, ~~but~~which ~~are~~subjects ~~not~~us ~~limited~~ to, ~~those~~greater ~~discussed below as well as those discussed elsewhere in this Annual Report on Form 10-K. If any of the following~~ risks ~~actually~~than ~~occur,~~a ~~our~~gaming ~~business,~~company ~~financial~~with ~~condition~~more ~~and~~operating ~~results of operations could be materially and adversely affected~~properties.

~~Risks~~We ~~Related~~do not have material assets or operations other than the Casino and, therefore, we are entirely dependent upon the Casino for all of our cash flow. As a result, we are subject to ~~Our~~a ~~Business~~greater degree of risk than companies with multiple properties. The risks to which we have a greater degree of exposure include, but are not limited to:

~~The~~● ~~economic~~global ~~downturn may be protracted in our key market~~ and ~~may~~local ~~continue~~economic ~~to negatively impact our revenues~~ and ~~other~~competitive ~~operating results.~~conditions;

We● ~~draw~~changes a substantial number of customers from the Las Vegas valley, as well as certain geographic areas, including Southern California, Arizona and Utah. The economies of these areas have been and may continue to be, negatively impacted due to a number of factors, including the credit crisis and a decrease in ~~consumer~~local ~~confidence levels. The resulting severe economic downturn~~ and ~~adverse~~state ~~conditions~~governmental inlaws ~~the local markets have negatively affected the Casino’s operations,~~ and ~~may continue to negatively affect our operations in the future.~~regulations;

~~Gaming~~● natural and other ~~leisure~~disasters ~~activities that we offer represent discretionary expenditures~~ and ~~participation~~terrorism; ~~in such activities have been particularly adversely impacted as a result of the economic downturn because consumers have less disposable income to spend~~and

8● the outbreak of an infectious disease.

~~Table~~Any of ~~Contents~~the factors outlined above, amongst others, could negatively affect our results of operations.

onAs ~~discretionary~~part ~~activities.~~of ~~The~~a ~~weak~~master ~~economic~~planned ~~conditions~~community, ~~adversely~~the ~~affected~~property ~~consumer~~is ~~spending~~subject atto ~~the~~certain ~~Casino~~covenants, conditions and ~~may~~restrictions ~~continue~~with respect to ~~adversely~~transfers ~~affect~~and ~~our business~~use.

~~Furthermore,~~As ~~other~~part ~~uncertainties,~~of ~~including~~a ~~national~~master ~~and~~planned ~~global~~community, ~~economic~~the ~~conditions,~~property ~~other~~owned ~~global~~by ~~events,~~the orCompany ~~terrorist~~is ~~attacks~~subject orto ~~disasters~~covenants, inconditions orand ~~around~~restrictions ~~Southern~~(set ~~Nevada~~forth ~~could~~in ~~have~~recorded ainstruments) ~~significant~~with ~~adverse~~respect ~~effect~~to ontransfers, ~~our~~and ~~business~~the use, ~~financial~~improvement, ~~condition~~restoration, maintenance and ~~results~~repair, of ~~operations~~the property. InSubject ~~addition~~to certain exceptions, ~~due~~the toCity of North Las Vegas has approval rights over transfers of the ~~existing~~property ~~uncertainty~~(or transfers of more than 40% in the ~~capital~~aggregate ~~and~~of ~~credit~~the ~~markets,~~equity weinterests ~~may~~in ~~not~~Aliante beGaming) ~~able~~ to ~~refinance~~third ~~our~~parties. ~~existing~~An ~~debt~~architectural orcommittee ~~obtain~~has ~~additional~~approval ~~credit~~rights ~~facilities~~over, onamong ~~terms~~other ~~acceptable~~things, tothe usdesign orand atlocation ~~all~~of inany ~~order~~improvements toand ~~meet~~the ~~these~~installation ~~challenges~~and maintenance of any signage on the property.

~~Our~~We ~~business~~may isbe ~~sensitive~~forced to ~~reductions~~cancel incertain ~~discretionary consumer spending as a result~~ of ~~downturns~~our inmaterial ~~the~~registered ~~economy~~trademarks.

~~Consumer~~We ~~demand~~use ~~for~~a ~~casino~~variety ~~hotel~~of ~~properties,~~Marks ~~such~~in asour ~~the~~operations ~~Casino,~~pursuant ~~is sensitive~~ to ~~downturns~~a inlicense ~~the~~agreement ~~economy~~with ~~and~~North ~~the corresponding impact on discretionary spending on leisure activities~~Valley. ~~Changes~~Under inthe ~~discretionary~~terms ~~consumer~~of ~~spending~~the orNorth ~~consumer~~Valley ~~preferences~~license, ~~brought~~we ~~about~~will byown ~~factors~~all ~~such~~right, astitle ~~perceived~~and orinterest ~~actual~~in, ~~general economic conditions~~ and ~~customer~~may ~~confidence~~register inwith the ~~economy,~~United ~~unemployment,~~States ~~the~~Patent ~~current housing~~ and ~~credit~~Trademark ~~crisis~~Office, ~~the~~any ~~impact~~composite trademarks consisting of ~~high~~“ALIANTE” ~~energy~~(or ~~and~~another ~~food~~Mark); ~~costs~~provided, ~~the~~that ~~potential~~upon ~~for~~termination ~~continued~~of ~~bank~~either ~~failures,~~of ~~perceived~~the orlicense ~~actual~~agreements, ~~changes~~we inmust ~~disposable~~cease ~~consumer income~~ and ~~wealth,~~desist ~~effects~~using orall ~~fears~~such ofcomposite ~~war~~Marks and ~~future~~immediately ~~acts~~cancel ofor ~~terrorism~~withdraw ~~could~~any ~~further~~trademark ~~reduce~~applications ~~customer~~or ~~demand~~registrations for ~~the~~any ~~amenities~~composite ~~that~~Marks. weIn ~~offer~~addition, ~~and~~if ~~materially~~we ~~and~~have ~~adversely~~to ~~affect~~cease ~~our business~~ and ~~results~~desist ofusing ~~operations. The current housing crisis and economic slowdown in~~ the ~~United~~“ALIANTE” ~~States~~Mark ~~has~~due ~~resulted~~to ina ~~significant~~legal ~~unemployment~~challenge into the ~~Las~~validity ~~Vegas~~of ~~market~~our ~~and~~licenses, aor ~~significant~~for ~~decline~~any inreason, ~~the~~we ~~amount~~may ofbe ~~tourism~~unable ~~and~~to ~~spending~~obtain ina ~~the~~new ~~Las~~license ~~Vegas~~to ~~market.~~use ~~This~~such ~~decline~~Marks ~~adversely~~on ~~affected~~favorable ~~Aliante Gaming~~terms, ~~and~~or ~~may~~at ~~continue~~all, towhich ~~adversely~~could affect ~~our~~the ~~financial~~goodwill ~~condition,~~associated ~~results~~with ofthe Casino’s operations and ~~liquidity~~negatively impact our business.

WeThe ~~have~~infringement ~~limited~~of ~~liquidity~~intellectual ~~and~~property ~~capital~~used ~~resources~~in ~~and~~our ~~may~~business ~~not~~could beadversely ~~able~~affect toour ~~generate sufficient cash flows to finance all operating expenses, working capital needs and capital expenditures~~business.

We ~~have~~own aor ~~limited~~have ~~amount~~licenses ofto ~~cash~~use ~~and~~key weintellectual doproperty ~~not~~used ~~have~~in aour ~~credit~~business, ~~facility~~including ~~upon~~consumer ~~which to draw funds~~information. We ~~generated~~will ~~cash~~take ~~from~~steps ~~operations~~to ofsafeguard ~~$8.4~~this ~~million~~intellectual ~~for~~property ~~the~~from ~~year~~infringement ~~ended~~by ~~December 31~~third parties, ~~2014.~~such Weas ~~believe~~prosecuting ~~that~~trademark ~~our available cash~~ and ~~cash~~copyright ~~flows~~violations, ~~from~~if ~~our~~and ~~operations~~when ~~will~~necessary, ~~provide~~and ~~sufficient~~limiting ~~liquidity~~access to ~~fund~~the ~~our~~proprietary ~~cash~~customer ~~requirements,~~information. ~~interest~~Despite ~~payments~~such ~~and capital expenditures for 2015. However~~measures, we cannot ~~assure~~provide assurance that we will ~~generate~~be ~~sufficient~~successful ~~income~~in ~~and~~defending ~~liquidity~~against tothe ~~meet~~infringement ~~all~~ of ~~our~~intellectual ~~liquidity~~property ~~requirements~~used ~~and~~in ~~other~~our ~~obligations.~~business ~~Our~~or ~~results~~that ~~for~~the ~~future~~proprietary ~~periods~~information ~~are~~used ~~subject~~in toour ~~numerous~~business ~~uncertainties~~will ~~which~~not ~~may~~be ~~result~~disseminated into ~~liquidity~~our ~~problems,~~competitors and inany ~~turn~~such ~~affect~~infringement ~~our~~or ~~ability~~dissemination tocould ~~meet~~have ~~our~~an ~~obligations~~adverse ~~while~~effect ~~attempting~~on tothe ~~meet~~results ~~competitive~~of ~~pressures~~our ~~or adverse economic conditions~~operations.

WeOur ~~are~~operations ~~entirely~~may ~~dependent~~be onadversely ~~one~~impacted ~~property~~by ~~for~~increases ~~all~~in ofenergy ~~our cash flow, which subjects us to greater risks than a gaming company with more operating properties~~prices.

WeThe doCasino ~~not~~uses ~~have~~significant ~~material~~amounts ~~assets~~of orelectricity, ~~operations~~natural gas and other ~~than~~forms ~~the~~of ~~Casino~~energy. ~~and,~~While ~~therefore,~~no weshortages ~~are~~of ~~entirely~~energy ~~dependent~~have ~~upon~~been experienced, the ~~Casino~~substantial ~~for~~increases ~~all~~in the cost of ~~our~~electricity, ~~cash~~natural ~~flow.~~gas Asand agasoline ~~result,~~in wethe ~~are~~United ~~subject~~States toin ageneral, ~~greater~~and ~~degree~~in ofSouthern ~~risk~~Nevada ~~than~~in ~~companies~~particular, ~~with~~may ~~multiple~~negatively ~~properties~~affect our operating results. ~~The~~In ~~risks~~addition, toenergy ~~which~~price weincreases ~~have~~in such areas could result in a ~~greater~~decline ~~degree~~in disposable income of ~~exposure~~potential ~~include~~customers and a corresponding decrease in visitation and spending at the Casino, ~~but~~which ~~are~~could ~~not~~negatively ~~limited~~impact ~~to:~~revenues.

~~· global and local economic and competitive conditions;~~9

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~~· changes~~The incasino, ~~local~~hotel and ~~state~~resort ~~governmental~~industry ~~laws~~is capital intensive and ~~regulations;~~we may not be able to finance expansion and renovation projects, which could put us at a competitive disadvantage.

~~· natural~~Casino properties have an ongoing need for renovations and other ~~disasters~~capital improvements to remain competitive, including replacement, from time to time, of furniture, fixtures and ~~terrorism;~~equipment. We may also need to make capital expenditures to comply with applicable laws and regulations.

· Renovations and other capital improvements of a casino property such as the ~~outbreak~~Casino require significant capital expenditures. In addition, renovations and capital improvements of ana ~~infectious~~casino ~~disease~~property usually generate little or no cash flow until the project is completed. We may not be able to fund such projects solely from cash provided from operating activities. Consequently, we may be required to rely upon the availability of debt or equity capital to fund renovations and capital improvements and our ability to carry them out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market conditions. No assurances can be made that we will be able to obtain additional equity or debt financing or that we will be able obtain such financing on favorable terms. Our failure to renovate the Casino, as necessary, may put us at a competitive disadvantage to casinos offering more modern and better maintained facilities.

~~Any~~We ofdepend on the ~~factors~~North ~~outlined~~Las ~~above,~~Vegas ~~amongst~~locals ~~others,~~and ~~could~~repeat ~~negatively~~visitor ~~affect~~market as our ~~results~~key market. As a result, we may not be able to attract a sufficient number of guests and gaming customers to make our operations profitable.

AsOur ~~part~~operating ofstrategies aemphasize ~~master~~attracting ~~planned~~and ~~community,~~retaining customers from the ~~property~~North isLas ~~subject~~Vegas local and repeat visitor market. We cannot be sure that we will be able to ~~certain~~attract ~~covenants~~a sufficient number of guests, ~~conditions~~gaming customers and ~~restrictions~~other ~~with~~visitors ~~respect~~in North Las Vegas to ~~transfers~~make ~~and~~our operations profitable. During the economic downturn, North Las Vegas has not experienced population growth at the expected rates or at the same rates as it experienced prior to the economic downturn. There can be no assurance that population growth in North Las Vegas will return to historic levels or that we will be able to successfully adapt our business strategy to the current economic downturn or any further economic slowdown. A material number of our hotel rooms are rented by the United States Air Force for use by air force personnel visiting nearby Nellis Air Force Base, especially during week days. Not only do we receive room revenues, but these persons also utilize other revenue producing amenities of our resort during such stays. If there are any material cutbacks in such business, our hotel occupancy, room revenue and other resort revenues will be adversely impacted, especially during off peak times.

AsWe ~~part~~may offace aintense ~~master~~competition ~~planned community, the property owned by the Company is subject to covenants, conditions~~ and ~~restrictions~~experience ~~(set~~a ~~forth~~loss ~~in recorded instruments) with respect to transfers, and the use, improvement, restoration, maintenance and repair,~~ of ~~the~~market ~~property~~share. Subject to certain exceptions, the City of North Las Vegas has approval rights over transfers of the property (or transfers of more than 40% in the aggregate of the equity interests in Aliante Gaming) to third parties. An architectural committee has approval rights over, among other things, the design and location of any improvements and the installation and maintenance of any signage on the property.

9The gaming industry is highly competitive. We compete for local gaming customers with other locals-oriented casino-hotels in the vicinity of the Casino. If our competitors operate more successfully or if additional competitors are established in and around the locations in which we conduct business, we may lose market share. There can be no assurance that we will be successful in retaining the loyalty of shared customers, nor is there any assurance that we will be successful in competing for other locals-oriented casino customers.

~~Table~~The concentration and evolution of ~~Contents~~the slot machine manufacturing industry could impose additional costs on us.

A majority of our gaming revenue is attributable to slot machines. To be competitive it is important that the Casino offers the most popular and technologically advanced slot machine games to its customers. We believe that a substantial majority of the slot machines sold in the United States in recent years were manufactured by a limited number of companies. A deterioration in our commercial arrangements with any of these slot machine manufacturers could hinder our ability to acquire the slot machines desired by our customers, or could result in manufacturers significantly increasing the cost of these machines. Alternatively, significant industry demand for new slot machines may beresult ~~forced~~in us being unable to ~~cancel~~acquire ~~certain~~the desired number of new slot machines or result in manufacturers’ increasing the cost of these machines. The inability to obtain new and up-to-date slot machine games could impair our ~~material~~competitive ~~registered~~position ~~trademarks~~and result in decreased gaming revenues. In addition, increases in the costs associated with acquiring slot machine games could adversely affect our profitability.

WeIn ~~use~~recent ayears, ~~variety~~the prices of ~~Marks~~new inslot ~~our~~machines ~~operations~~have ~~pursuant~~risen tomore arapidly ~~license~~than ~~agreement with North Valley. Under~~ the ~~terms~~domestic rate of ~~the~~inflation. ~~North Valley license~~Furthermore, wein ~~will~~recent ~~own all right~~years, ~~title~~slot ~~and~~machine ~~interest~~manufacturers ~~in,~~have ~~and~~frequently ~~may~~refused ~~register~~to ~~with~~sell ~~the~~slot ~~United~~machines ~~States~~featuring ~~Patent~~the ~~and~~most ~~Trademark~~popular ~~Office~~games, ~~any~~instead ~~composite~~requiring ~~trademarks~~gaming ~~consisting~~operators ofto ~~“ALIANTE”~~execute ~~(or~~participation ~~another~~lease ~~Mark);~~arrangements ~~provided,~~in ~~that~~order ~~upon~~for ~~termination~~them ofto ~~either~~be ofable ~~the~~to ~~license~~offer ~~agreements,~~such wemachines ~~must~~to ~~cease~~customers. ~~and~~Participation ~~desist~~slot ~~using~~machine ~~all~~leasing ~~such~~arrangements ~~composite~~typically ~~Marks~~require ~~and~~the ~~immediately~~payment ~~cancel~~of ora ~~withdraw~~fixed ~~any~~daily ~~trademark~~rental ~~applications or registrations for any composite Marks~~fee. InSuch ~~addition,~~agreements ifmay wealso ~~have~~include ~~to cease and desist using the “ALIANTE” Mark due to~~ a ~~legal~~percentage ~~challenge~~payment to the ~~validity~~manufacturer of ~~our~~“coin-in” ~~licenses,~~ or ~~for~~“net ~~any~~win.” ~~reason~~Generally, ~~we may be unable to obtain~~ a ~~new~~slot ~~license~~machine toparticipation ~~use~~lease ~~such~~is ~~Marks~~more onexpensive ~~favorable~~over ~~terms, or at all, which could affect~~ the ~~goodwill~~long ~~associated~~term ~~with~~than the ~~Casino’s~~cost ~~operations~~of ~~and~~purchasing ~~negatively~~a ~~impact~~new ~~our~~slot ~~business~~machine.

~~The infringement of intellectual property used in our business could adversely affect our business.~~10

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WeFor ~~own~~competitive ~~or have licenses to use key intellectual property used in our business~~reasons, ~~including~~we ~~consumer~~may ~~information.~~be Weforced ~~will take steps~~ to ~~safeguard~~purchase ~~this intellectual property from infringement by third parties~~new, ~~such~~more ascontemporary ~~prosecuting~~slot ~~trademark~~machines ~~and~~or ~~copyright~~enter ~~violations,~~into ifparticipation ~~and~~lease ~~when~~arrangements ~~necessary,~~that ~~and~~are ~~limiting~~more ~~access~~expensive tothan the ~~proprietary~~costs ~~customer~~currently ~~information.~~associated ~~Despite~~with ~~such~~the ~~measures,~~continued weoperation ~~cannot~~of ~~provide~~the ~~assurance~~Casino’s ~~that~~existing weslot ~~will~~machines. beIf ~~successful in defending against~~ the ~~infringement~~newer ofslot ~~intellectual~~machines ~~property~~do ~~used~~not inresult ~~our business or that the proprietary information used~~ in ~~our~~sufficient ~~business~~incremental ~~will~~revenues ~~not~~to beoffset ~~disseminated~~the toincreased ~~our~~investment ~~competitors~~ and ~~any~~participation ~~such~~lease ~~infringement~~costs, orour ~~dissemination~~profitability could ~~have~~be anadversely ~~adverse effect on the results of our operations~~affected.

~~The~~In ~~bankruptcy~~addition, ~~filing~~if ~~has~~any ~~had~~of athe ~~negative~~slot ~~impact~~machine onmanufacturers that Aliante Gaming contracts with were to experience financial distress and fail to provide the ~~Casino’s~~agreed ~~image~~upon ~~which~~products ~~may~~or ~~negatively~~services ~~impact~~to us, our business ~~going~~and ~~forward~~operations may be adversely affected.

AsWe amay ~~result~~incur oflosses ~~the~~that ~~Chapter~~are 11not ~~Case,~~adequately ~~the~~covered ~~Casino~~by ~~had~~insurance ~~been the subject of negative publicity~~ which ~~had an impact on its image. This negative publicity~~ may ~~have~~harm ~~an effect on the terms under which some customers and suppliers are willing to continue to do business with us and could materially adversely affect~~ our ~~business, financial condition and~~ results of operations. ~~The impact of the negative publicity cannot be accurately predicted or quantified.~~

~~Our~~Although ~~operations~~we ~~may~~maintain insurance customary and appropriate for our business, we cannot assure that insurance will be ~~adversely~~available ~~impacted~~or byadequate ~~increases~~to cover all loss and damage to which our business or our assets might be subjected. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in ~~energy~~the ~~prices~~event that a catastrophe occurred for which we are underinsured. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payments of our obligations.

~~The~~We ~~Casino~~may ~~uses~~be ~~significant~~subject ~~amounts~~to oflitigation ~~electricity,~~resulting ~~natural~~from ~~gas~~our ~~and~~operations ~~other forms of energy. While no shortages of energy have been experienced~~which, ~~the~~if ~~substantial~~adversely ~~increases in the cost of electricity~~determined, ~~natural gas and gasoline in the United States in general, and in Southern Nevada in particular, may negatively affect our operating results. In addition, further energy price increases in such areas~~ could result in asubstantial ~~decline in disposable income of potential customers and a corresponding decrease in visitation and spending at the Casino, which could negatively impact revenues~~losses.

~~The~~We ~~casino~~will be, ~~hotel~~from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and ~~resort~~legal ~~industry~~disputes, isincluding ~~capital~~contract, ~~intensive~~lease, employment and weregulatory claims as well as claims made by visitors to the Casino. Certain litigation claims may not be ~~able~~covered entirely or at all by our insurance policies or our insurance carriers may seek to ~~finance~~deny ~~expansion~~coverage. In addition, litigation claims can be expensive to defend and ~~renovation~~may ~~projects~~divert our attention from the operations of our businesses. Further, ~~which~~litigation ~~could~~involving ~~put~~visitors usto atthe Casino, even if without merit, can attract adverse media attention. As a ~~competitive~~result, ~~disadvantage~~litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

~~Casino~~Union ~~properties~~organization ~~have~~activities ancould ~~ongoing~~disrupt ~~need~~our ~~for~~business ~~renovations~~by ~~and~~discouraging ~~other~~patrons ~~capital~~from ~~improvements~~visiting tothe ~~remain competitive~~Casino, ~~including~~causing ~~replacement,~~labor ~~from~~disputes ~~time~~or towork ~~time~~stoppages, ~~of furniture~~and, ~~fixtures~~if ~~and~~successful, ~~equipment.~~could Wesignificantly ~~may~~increase ~~also~~our ~~need~~labor ~~to make capital expenditures to comply with applicable laws and regulations~~costs.

~~Renovations~~We ~~and~~are ~~other~~not ~~capital~~currently ~~improvements~~subject ofto aany ~~casino~~collective ~~property~~bargaining ~~such~~agreement asor ~~the~~similar ~~Casino~~arrangement ~~require~~with ~~significant~~any ~~capital expenditures~~union. ~~In addition~~However, ~~renovations~~union ~~and~~activists ~~capital~~have ~~improvements~~actively ofsought ato ~~casino~~organize ~~property~~employees ~~usually~~at ~~generate~~the ~~little~~Casino orin nothe ~~cash~~past, ~~flow~~and ~~until~~we ~~the~~believe ~~project~~that issuch ~~completed.~~efforts Weare ~~may~~ongoing ~~not~~at bethis ~~able~~time and will continue to ~~fund~~occur ~~such~~in ~~projects~~the ~~solely~~future. ~~from~~Accordingly, ~~cash~~there ~~provided~~can ~~from~~be ~~operating~~no ~~activities.~~assurance ~~Consequently,~~that wethe ~~may~~Casino bewill ~~required~~not toultimately ~~rely~~be ~~upon~~unionized. ~~the~~Union ~~availability~~organization ofefforts ~~debt~~that ormay ~~equity~~occur ~~capital~~in tothe ~~fund~~future ~~renovations~~could cause disruptions and ~~capital~~discourage ~~improvements~~patrons from visiting the Casino and ~~our~~may ~~ability~~cause us to ~~carry~~incur ~~them~~significant ~~out~~costs, ~~will~~any beof ~~limited~~which ifcould wehave ~~cannot~~a ~~obtain~~material ~~satisfactory~~adverse ~~debt~~effect oron ~~equity~~our ~~financing~~results of operations and financial condition. In addition, ~~which~~union ~~will~~activities ~~depend~~may onresult in labor disputes, ~~among~~including ~~other~~work ~~things~~stoppages, ~~market~~which ~~conditions.~~could Nohave ~~assurances~~a ~~can~~material beadverse ~~made~~effect ~~that~~on weour ~~will~~business, befinancial ~~able~~condition toand ~~obtain~~results ~~additional~~of ~~equity~~operation. orFurthermore, ~~debt~~unfavorable ~~financing~~union contract settlements or ~~that~~collective webargaining ~~will~~agreements, should they be ~~able~~entered ~~obtain~~into, ~~such~~could ~~financing~~cause onsignificant ~~favorable~~increases ~~terms.~~in ~~Our~~our ~~failure~~labor tocosts, ~~renovate~~which ~~the~~could ~~Casino,~~have asa ~~necessary,~~material ~~may~~adverse ~~put~~effect uson atthe abusiness ~~competitive~~of ~~disadvantage~~the toCasino ~~casinos~~and ~~offering~~our ~~more~~financial ~~modern~~condition and ~~better~~results ~~maintained~~of ~~facilities~~operation.

We depend on the ~~North~~continued ~~Las~~services ~~Vegas~~of ~~locals and repeat visitor market as our~~ key ~~market~~employees. AsIf ~~a result,~~ we ~~may~~do not beretain ~~able~~our tokey ~~attract~~personnel aor ~~sufficient~~attract ~~number of guests~~ and ~~gaming~~retain ~~customers~~other tohighly ~~make~~skilled employees, our ~~operations~~business ~~profitable~~may suffer.

Our ~~operating~~ability ~~strategies~~to ~~emphasize~~maintain ~~attracting~~our ~~and~~competitive ~~retaining~~position ~~customers from the North Las Vegas local and repeat visitor market. We cannot be sure that we~~ will be ~~able~~dependent to ~~attract~~ a ~~sufficient~~large ~~number~~degree ofon ~~guests,~~the ~~gaming~~services ~~customers~~of ~~and~~our ~~other~~senior ~~visitors~~management inteam ~~North~~and ~~Las~~other ~~Vegas~~key topersonnel. ~~make~~The ~~our~~loss ~~operations~~of ~~profitable. During~~ the ~~economic~~services ~~downturn,~~of ~~North~~our ~~Las~~senior ~~Vegas~~managers, ~~has not experienced population growth at the expected rates~~ or at the ~~same~~inability ~~rates as it experienced prior~~ to ~~the~~attract ~~economic~~and ~~downturn.~~retain ~~There~~additional ~~can~~senior bemanagement nopersonnel ~~assurance~~could ~~that~~have ~~population~~a ~~growth~~material inadverse ~~North~~effect ~~Las~~on ~~Vegas will return to historic levels or that we will be able to successfully adapt~~ our business ~~strategy to the current economic downturn or any further economic slowdown~~. ~~A material number of our hotel rooms are rented by the United States~~

10Members of our Board of Managers are likely to devote some of their time to other businesses, which could have a negative impact on the Company’s management.

~~Table~~Members of ~~Contents~~our Board of Managers are not required to commit their full time to the Company’s affairs, which could create a conflict when allocating their time between Company matters and their other commitments. All of the members of our Board of Managers are engaged in several other business endeavors aside from their commitments to the Company. In addition, members of our Board of Managers are not obligated to devote any specific number of hours to the Company’s affairs. If the other business affairs of members of our Board of Managers require them to devote more time to such affairs, it could limit their ability to devote time to the Company’s affairs and could have a negative impact on the quality of the Company’s governance. We cannot assure that these time conflicts will be resolved in the Company’s favor.

Air Force for use by air force personnel visiting nearby Nellis Air Force Base, especially during week days. Not only do we receive room revenues, but these persons also utilize other revenue producing amenities of our resort during such stays. If there are any material cutbacks in such business, our hotel occupancy, room revenue and other resort revenues will be adversely impacted, especially during off peak times.11

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We ~~may~~are ~~face~~subject ~~intense~~to ~~competition~~extensive state and ~~experience~~local aregulation ~~loss~~and oflicensing, ~~market~~and ~~share~~gaming authorities will have significant control over our operations, which could have an adverse effect on our business.

~~The~~We ~~gaming~~are ~~industry~~subject isto ~~highly~~extensive ~~competitive.~~regulation Weby ~~compete~~the ~~for~~state, ~~local~~county ~~gaming~~and ~~customers~~city ~~with~~in ~~other~~which ~~locals-oriented~~we ~~casino-hotels~~operate. ~~including~~These ~~New~~laws, ~~Station~~regulations and ~~other~~ordinances ~~casinos~~generally ~~located~~concern in the ~~vicinity~~responsibility, offinancial ~~the~~stability ~~Casino.~~and Ifcharacter ~~our~~of ~~competitors~~the ~~operate~~owners ~~more~~and ~~successfully~~managers orof ifgaming ~~additional~~operations ~~competitors~~as ~~are~~well ~~established~~as inpersons ~~and~~financially ~~around~~interested ~~the~~or ~~locations~~involved in ~~which~~gaming weoperations. ~~conduct~~As ~~business~~such, weGaming ~~may~~Authorities ~~lose~~can ~~market~~require ~~share.~~us ~~New~~to ~~Station~~disassociate ~~competes~~ourselves ~~directly~~from ~~with~~suppliers ~~Aliante~~or ~~Gaming~~business inpartners ~~the~~found ~~Las~~unsuitable ~~Vegas~~by ~~locals-oriented~~the ~~casino-hotel~~regulators ~~marketplace.~~or, ~~In addition~~alternatively, ~~New~~cease ~~Station~~operations. ~~has~~Holders ~~had~~of ~~access~~our toCommon ~~the~~Units ~~Aliante~~who ~~Gaming~~fail ~~database~~to ofobtain ~~customers.~~any ~~There~~licenses, ~~can~~authorizations, bequalifications noor ~~assurance~~findings ~~that~~of wesuitability, ~~will~~as may be ~~successful~~required inby ~~retaining~~Gaming ~~the~~Authorities, ~~loyalty~~will ofnot ~~shared~~be ~~customers,~~entitled ~~nor~~to isexercise ~~there~~ any ~~assurance~~rights ~~that~~of weownership ~~will~~with berespect ~~successful~~to, inor ~~competing~~receive ~~for~~any ~~other~~income ~~locals-oriented~~from, ~~casino~~our ~~customers~~Common Units.

~~The~~For ~~concentration~~a summary of gaming and ~~evolution~~other ofregulations that will affect our business, see “Item 1. Business - Regulation and Licensing.” The regulatory environment may change in the ~~slot~~future ~~machine~~and ~~manufacturing~~any ~~industry~~such change could ~~impose~~have ~~additional~~a ~~costs~~material adverse effect on usour results of operations.

AChanges ~~majority of our gaming revenue is attributable~~ to ~~slot machines. To be competitive it is important that~~ the ~~Casino~~gaming ~~offers~~tax ~~the~~laws ~~most~~could ~~popular~~have ~~and~~an ~~technologically~~adverse ~~advanced~~effect ~~slot~~on ~~machine~~results ~~games to its customers. We believe that a substantial majority~~ of ~~the~~operations ~~slot machines sold in the United States in recent years were manufactured~~ by a limited number of companies. A deterioration in our commercial arrangements with any of these slot machine manufacturers could hinder our ability to acquire the slot machines desired by our customers, or could result in manufacturers significantly increasing the cost of ~~these~~operating machines. Alternatively, significant industry demand for new slot machines may result in us being unable to acquire the desired number of new slot machines or result in manufacturers’ increasing the cost of these machines. The inability to obtain new and up-to-date slot machine games could impair our ~~competitive position and result in decreased gaming revenues~~business. ~~In addition, increases in the costs associated with acquiring slot machine games could adversely affect our profitability.~~

InThe ~~recent~~gaming ~~years,~~industry ~~the~~represents ~~prices~~a ofsignificant ~~new~~source ~~slot~~of ~~machines~~tax ~~have~~revenue, ~~risen~~particularly ~~more~~to ~~rapidly than~~ the ~~domestic~~State ~~rate~~ of ~~inflation.~~Nevada ~~Furthermore,~~and inits ~~recent~~counties ~~years,~~and ~~slot~~municipalities. ~~machine~~From ~~manufacturers~~time ~~have frequently refused~~ to ~~sell slot machines featuring the most popular games~~time, ~~instead~~various ~~requiring~~state ~~gaming~~legislators ~~operators~~and toofficials ~~execute~~have ~~participation~~proposed ~~lease~~changes ~~arrangements~~ in ~~order~~taxes, ~~for~~or ~~them~~in tothe beadministration ~~able~~of totax ~~offer~~laws, ~~such~~affecting ~~machines~~the togaming ~~customers~~industry. ~~Participation~~Worsening ~~slot~~economic ~~machine~~conditions ~~leasing~~could ~~arrangements~~intensify ~~typically require~~ the ~~payment~~efforts of astate ~~fixed~~and ~~daily~~local ~~rental~~governments ~~fee.~~to ~~Such~~raise ~~agreements~~revenues ~~may~~through ~~also~~increases ~~include~~in agaming ~~percentage~~taxes ~~payment~~and tofees. Material ~~the~~increases ~~manufacturer~~in offees ~~“coin-in”~~and ortaxes ~~“net~~paid ~~win.”~~by ~~Generally,~~us aor ~~slot~~the ~~machine~~adoption ~~participation~~of ~~lease~~additional istaxes ~~more~~or ~~expensive~~fees ~~over~~in ~~the~~Nevada ~~long~~could ~~term~~have ~~than~~a ~~the~~material ~~cost~~adverse ofeffect ~~purchasing~~on aour ~~new~~results ~~slot~~of ~~machine~~operations.

~~For~~Our ~~competitive~~failure ~~reasons, we may be forced~~ to ~~purchase~~maintain ~~new,~~the ~~more~~integrity ~~contemporary~~of ~~slot~~our ~~machines~~customer or ~~enter~~company ~~into~~data ~~participation~~could ~~lease~~have ~~arrangements~~a ~~that~~material ~~are~~adverse ~~more~~effect ~~expensive~~on ~~than~~our ~~the~~results ~~costs currently associated with the continued operation~~ of ~~the~~operations ~~Casino’s~~and ~~existing~~cash ~~slot~~flows, ~~machines.~~and/or Ifsubject ~~the~~us ~~newer slot machines do not result in sufficient incremental revenues~~ to ~~offset the increased investment and participation lease~~ costs, ~~our~~fines ~~profitability~~or ~~could be adversely affected~~lawsuits.

InWe ~~addition~~face cybersecurity threats, ifwhich ~~any~~may ofrange ~~the~~from ~~slot~~uncoordinated ~~machine~~individual ~~manufacturers~~attempts ~~that~~to ~~Aliante~~sophisticated ~~Gaming~~and ~~contracts~~targeted ~~with~~measures ~~were~~directed at us. Cyber-attacks and security breaches may include, but are not limited to, ~~experience~~attempts ~~financial~~to ~~distress~~access information, including customer and ~~fail~~company toinformation, ~~provide~~computer ~~the~~viruses, ~~agreed~~denial ~~upon~~of ~~products~~service orand ~~services~~other electronic security breaches. Our information systems may also be subject to usoperator error or inadvertence releases of data. In addition, our ~~business~~third-party information system service providers face risks relating to cybersecurity similar to ours, and ~~operations~~we ~~may~~do benot ~~adversely~~directly ~~affected~~control any of such parties’ information security operations.

WeOur ~~may~~business ~~incur~~requires ~~losses~~the collection and retention of large volumes of customer data, including credit card numbers and other personally identifiable information in various information systems that ~~are~~we ~~not~~maintain ~~adequately~~and ~~covered~~in those maintained by ~~insurance~~third-parties ~~which~~with ~~may~~whom ~~harm~~we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our ~~results~~employees ofand information relating to our operations. The integrity and protection of that customer and company data is important to us. Our collection of such customer and company data is subject to extensive regulation by private groups such as the payment card industry as well as governmental authorities, including gaming authorities.

~~Although~~Our wesystems ~~maintain~~may ~~insurance~~be ~~customary~~unable ~~and~~to ~~appropriate~~satisfy ~~for~~applicable ~~our~~regulations ~~business,~~or weemployee ~~cannot~~and ~~assure~~customer ~~that~~expectations. ~~insurance~~A ~~will~~significant betheft, ~~available~~loss or ~~adequate~~fraudulent touse ~~cover~~of ~~all~~customer ~~loss~~or ~~and~~company ~~damage~~data tomaintained ~~which~~by ~~our~~us ~~business~~ or ~~our~~by ~~assets~~a ~~might~~third-party beservice ~~subjected.~~provider ~~The~~could ~~lack~~have ofan ~~adequate~~adverse ~~insurance~~effect ~~for~~on ~~certain~~our ~~types~~reputation, orcause ~~levels~~a ofmaterial ~~risk~~disruption ~~could expose us~~ to ~~significant~~our ~~losses~~operations inand ~~the~~management ~~event~~team, ~~that~~and aresult ~~catastrophe~~in ~~occurred~~remediation ~~for~~expenses, ~~which~~regulatory wepenalties ~~are~~and ~~underinsured.~~litigation ~~Any~~by ~~losses~~customers weand ~~incur~~other ~~that~~parties ~~are~~whose ~~not~~information ~~adequately~~was ~~covered~~subject byto ~~insurance~~such ~~may~~attacks, ~~decrease~~all ~~our~~of ~~future~~which ~~operating~~could ~~income,~~have ~~require~~a usmaterial toadverse ~~find~~effect ~~replacements~~on orour ~~repairs~~business, ~~for~~results ~~destroyed~~of ~~property~~operations and ~~reduce~~cash ~~the funds available for payments of our obligations~~flows.

WeRisks ~~may~~Related ~~be subject~~ to ~~litigation~~Our ~~resulting from our operations which, if adversely determined, could result in substantial losses.~~Indebtedness

We ~~will~~have ~~be,~~significant from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to the Casinoindebtedness. Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to the Casino, even if without merit, can attract adverse media attention. As a result, litigation can have a

11As of December 31, 2015, we had $49.2 million in outstanding principal amount of debt which includes $48.5 million in outstanding principal under the Senior Secured Credit Agreement. We have no ability to draw on the Senior Secured Credit Facility. Our substantial indebtedness could:

~~Table~~● ofmake ~~Contents~~it more difficult to satisfy obligations with respect to the instruments governing our outstanding indebtedness;

~~material~~● ~~adverse~~increase ~~effect~~vulnerability onto ~~our~~general ~~businesses and, because we cannot predict the outcome of any action, it is possible that~~ adverse ~~judgments~~economic orand ~~settlements~~industry ~~could significantly reduce our earnings or result in losses.~~conditions;

Union organization activities could disrupt our business by discouraging patrons from visiting the Casino, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs.12

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We● ~~are~~require not currently subject to any collective bargaining agreement or similar arrangement with any union. However, union activists have actively sought to organize employees at the Casino in the past, and we believe that such efforts are ongoing at this time and will continue to occur in the future. Accordingly, there can be no assurance that the Casino will not ultimately be unionized. Union organization efforts that may occur in the future could cause disruptions and discourage patrons from visiting the Casino and may cause us to ~~incur~~dedicate ~~significant~~a ~~costs,~~substantial ~~any~~portion of ~~which~~cash ~~could~~flow ~~have~~from ~~a material adverse effect on our results of~~ operations ~~and~~to ~~financial~~debt ~~condition. In addition~~service, ~~union~~thereby ~~activities~~reducing ~~may~~the ~~result~~availability ~~in labor disputes, including work stoppages, which could have a material adverse effect on our business, financial condition and results~~ of ~~operation.~~cash ~~Furthermore,~~flow ~~unfavorable~~to ~~union~~fund ~~contract~~working ~~settlements or collective bargaining agreements~~capital, ~~should~~capital ~~they~~expenditures ~~be entered into, could cause significant increases in our labor costs, which could have a material adverse effect on the business of the Casino~~ and ~~our~~other ~~financial~~general ~~condition~~corporate ~~and results of operation.~~purposes;

We● ~~depend~~limit onflexibility ~~the~~in ~~continued~~planning ~~services~~for, ofor ~~key~~reacting ~~employees.~~to, Ifcompetitive wepressures doand ~~not~~changes ~~retain~~in ~~our~~the ~~key~~business ~~personnel or attract~~ and ~~retain~~the ~~other~~industry ~~highly~~in ~~skilled~~which ~~employees,~~we ~~our business may suffer.~~operate;

~~Our~~● ~~ability~~place tous ~~maintain~~at ~~our~~a competitive ~~position~~disadvantage ~~will~~compared ~~be dependent~~ to ~~a large degree on the services of~~ our ~~senior~~competitors ~~management~~that ~~team and other key personnel. The loss of the services of our senior managers, or the inability to attract and retain additional senior management personnel could~~ have aless ~~material~~debt; ~~adverse effect on our business.~~and

~~Members~~● oflimit, ~~our~~among ~~Board of Managers are likely to devote some of their time to~~ other ~~businesses~~things, ~~which~~our ~~could~~ability ~~have~~to aborrow ~~negative~~additional ~~impact on the Company’s management~~funds.

~~Members~~Our ofSenior ~~our~~Secured ~~Board~~Credit ofAgreement ~~Managers~~imposes ~~are~~restrictive ~~not~~covenants ~~required~~on tous ~~commit~~that ~~their~~will ~~full~~limit ~~time to the Company’s affairs, which could create a conflict when allocating their time between Company matters and their other commitments. All of the members of~~ our ~~Board~~flexibility ~~of Managers are engaged~~ in ~~several~~operating ~~other business endeavors aside from their commitments to the Company. In addition, members of~~ our ~~Board of Managers are not obligated to devote any specific number of hours to the Company’s affairs. If the other~~ business ~~affairs~~and ofmay ~~members~~adversely ofaffect our ~~Board of Managers require them to devote more time to such affairs, it could limit their~~ ability to ~~devote~~compete ~~time~~or toengage ~~the~~in ~~Company’s~~favorable ~~affairs~~business ~~and~~or ~~could~~financing ~~have a negative impact on the quality of the Company’s governance~~activities. ~~We cannot assure that these time conflicts will be resolved in the Company’s favor.~~

WeOur ~~are~~Senior ~~subject~~Secured toCredit ~~extensive~~Agreement ~~state~~has covenants that impose operational and ~~local~~financial ~~regulation~~restrictions on the Company and ~~licensing~~our subsidiary, Aliante Gaming. Pursuant to the Senior Secured Credit Facility, we are required to be a passive holding company and ~~gaming~~our ~~authorities~~actions will ~~have~~be ~~significant~~limited ~~control~~to, ~~over~~among ~~our~~other ~~operations~~things, ~~which~~owning ~~could~~the ~~have~~equity aninterests ~~adverse~~of ~~effect~~Aliante onGaming, maintaining our ~~business~~legal existence as a public company, participating in administrative matters and performing our obligations in connection with the Senior Secured Credit Facility and other agreements entered into in connection therewith. In addition, the Senior Secured Credit Facility imposes various restrictions on Aliante Gaming and any future subsidiaries, including, among other restrictions, limitations on the ability to:

We● ~~are~~incur ~~subject~~additional to extensive regulation by the state, county and city in which we operate. These laws, regulations and ordinances generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. As such, Gaming Authorities can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations. Holders of our Common Units who fail to obtain any licenses, authorizations, qualifications or findings of suitability, as may be required by Gaming Authorities, will not be entitled to exercise any rights of ownership with respect to, or receive any income from, our Common Units.debt;

~~For~~● amake ~~summary~~payments of gaming and other regulations that will affect our business, see “Item 1. Business - Regulation and Licensing.” The regulatory environment may change in the future and any such change could have a material adverse effect on ~~our~~subordinated ~~results of operations.~~obligations;

~~Changes~~● tomake ~~the~~distributions ~~gaming~~and ~~tax~~repurchase ~~laws could have an adverse effect on results of operations by increasing the cost of operating our business.~~equity;

~~The~~● ~~gaming~~make industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state legislators and officials have proposed changes in taxes, or in the administration of tax laws, affecting the gaming industry. Worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and fees. The Nevada Legislature meets every two years for 120 days and when special sessions are called by the Governor. The 2015 legislative session began on February 2, 2015, and will continue through the first week of June 2015 and we anticipate that the Nevada Legislature will consider legislative bills to increase fees and taxes paid by businesses and individuals during this legislative session. Material increases in fees and taxes paid by us or the adoption of additional taxes or fees in Nevada could have a material adverse effect on our results of operations.investments;

12● grant liens on our property to secure debt;

~~Table~~● ofenter ~~Contents~~into certain transactions with affiliates;

~~Our~~● ~~failure~~sell toassets ~~maintain the integrity of our customer~~ or ~~company~~enter ~~data~~into ~~could~~mergers ~~have a material adverse effect on our results of operations and cash flows, and/~~or ~~subject us to costs, fines or lawsuits.~~consolidations;

We● ~~face~~sell ~~cybersecurity~~equity ~~threats,~~interests ~~which~~in may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer viruses, denial of service and other electronic security breaches. Our information systems may also be subject to operator error or inadvertence releases of data. In addition, our third-party information system service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ information security operations.subsidiaries;

~~Our~~● ~~business~~create ~~requires~~dividend ~~the collection~~ and ~~retention of large volumes of customer data, including credit card numbers and~~ other personally identifiable information in various information systems that we maintain and in those maintained by third-parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of that customer and company data is important to us. Our collection of such customer and company data is subject to extensive regulation by private groups such as the payment ~~card~~restrictions ~~industry~~affecting assubsidiaries; ~~well as governmental authorities, including gaming authorities.~~and

~~Our~~● ~~systems~~change ~~may~~the benature ~~unable to satisfy applicable regulations or employee and customer expectations. A significant theft, loss or fraudulent use~~ of ~~customer or company data maintained by us or by a third-party service provider could have an adverse effect on~~ our ~~reputation,~~line cause a material disruption to our operations and management team, and result in remediation expenses, regulatory penalties and litigation by customers and other parties whose information was subject to such attacks, all of ~~which could have a material adverse effect on our~~ business~~, results of operations and cash flows~~.

~~Risks~~The ~~Related~~Senior Secured Credit Facility also imposes various customary affirmative covenants on Aliante Gaming and its subsidiaries including, among others, reporting covenants, covenants to ~~Our~~maintain ~~Indebtedness~~insurance, and maintain properties and other covenants customary in senior credit financings of this type.

WeAs ~~have~~a ~~significant~~result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors. A failure to comply with the covenants contained in the Senior Secured Credit Facility, or other indebtedness that we may incur in the future, could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations.

AsOn ofMarch ~~December 31~~4, ~~2014~~2016, wethe ~~had~~Company ~~$59.3~~secured ~~million~~a commitment from Wells Fargo, subject to certain conditions, including, but not limited to, completing the loan documents, for a Revolving Credit Facility in ~~outstanding~~the initial principal amount of ~~debt~~up ~~which~~to ~~includes~~ $5850.50 million, inwith ~~outstanding~~three ~~principal~~options ~~under~~to increase the ~~Senior~~principal ~~Secured~~amount of the Revolving Credit ~~Agreement.~~Facility Wein ~~have~~an noaggregate ~~ability~~principal amount of up to ~~draw~~$20.0 onmillion for each option. No assurance can be given that the ~~Senior~~Company ~~Secured~~and ~~Credit~~Wells ~~Facility.~~Fargo ~~Our~~will ~~substantial~~complete ~~indebtedness~~the ~~could:~~loan documents for the Revolving Credit Facility.

~~· make it more difficult to satisfy obligations with respect to the instruments governing our outstanding indebtedness;~~13

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~~· increase~~If ~~vulnerability~~we are unable to ~~general~~repay ~~adverse~~amounts ~~economic~~owing under the Senior Secured Credit Facility when due, the Lenders, or affiliates thereof, under the Senior Secured Credit Facility could proceed against the collateral. If the indebtedness under the Senior Secured Credit Facility were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all. In addition, the Lenders under the Senior Secured Credit Facility are also our Members, see “Risks Related to our Common Units - Potential conflicts of interest may exist, or may arise, based on debt and ~~industry~~management ~~conditions;~~interests of the principal equity holders of the Company.”

~~· require~~Our usability to ~~dedicate~~service aall ~~substantial~~of ~~portion~~our ofindebtedness ~~cash~~depends ~~flow~~on ~~from~~our ~~operations~~ability to ~~debt~~generate ~~service, thereby reducing the availability of~~ cash flow, towhich ~~fund~~is ~~working~~subject ~~capital,~~to ~~capital~~factors ~~expenditures~~that ~~and~~are ~~other~~beyond ~~general~~our ~~corporate purposes;~~control.

~~· limit~~Our ~~flexibility~~ability into ~~planning~~make ~~for~~any scheduled payments on, or ~~reacting~~to refinance, our debt obligations depends on our financial condition and operating performance, which is subject to general economic, financial, competitive ~~pressures~~ and ~~changes~~other factors that are beyond our control. In addition, deterioration in the ~~business~~economic performance of the Casino may cause us to reduce or delay investments and capital expenditures, or to sell assets. In the ~~industry~~absence inof ~~which~~such operating results and resources, we ~~operate;~~could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

~~· place~~The usvolatility atand adisruption ~~competitive~~of ~~disadvantage~~the ~~compared~~capital toand ~~our~~credit ~~competitors~~markets ~~that~~and ~~have~~adverse ~~less~~changes ~~debt;~~in ~~and~~the global economy may negatively impact our ability to access financing.

~~· limit~~Although we believe that we will have sufficient funds for our capital needs, ~~among~~there ~~other~~can ~~things~~be no assurance that we will not need additional capital in the future. Due to the continuing uncertainty in the capital and credit markets and the recent global recession, our ~~ability~~access to ~~borrow~~capital ~~additional~~may ~~funds~~not be available on terms that are attractive or at all.

~~Our~~Risks ~~indebtedness~~Related ~~imposes restrictive covenants on us that will limit our flexibility in operating our business and may adversely affect our ability~~ to ~~compete~~Our orCommon ~~engage in favorable business or financing activities.~~Units

~~The~~As ~~debt~~a ~~issued~~“publicly ~~pursuant~~traded tocorporation” ~~the~~under ~~Plan has covenants that impose operational and financial restrictions on~~ the ~~Company~~Nevada ~~and our subsidiary~~Act, ~~Aliante~~each ~~Gaming.~~holder ~~Pursuant~~of tomore ~~the~~than ~~Senior~~10% ~~Secured~~of ~~Credit~~our ~~Facility,~~voting wesecurities ~~are~~must ~~required to~~ be afound ~~passive~~suitable ~~holding~~by ~~company and our actions will be limited to, among other things, owning~~ the ~~equity interests of Aliante~~ Gaming, ~~maintaining~~Authorities ~~our~~or ~~legal~~we ~~existence~~may asbe arequired ~~public~~to ~~company,~~sever ~~participating~~all inrelationships ~~administrative matters and performing our obligations in connection~~ with ~~the~~such ~~Senior~~equity ~~Secured Credit Facility and other agreements entered into in connection therewith~~holder. ~~In addition, the Senior Secured Credit Facility imposes various restrictions on Aliante Gaming and any future subsidiaries, including, among other restrictions, limitations on the ability to:~~

~~· incur~~As ~~additional~~a ~~debt;~~“publicly traded corporation” under the Nevada Act, persons who acquire beneficial ownership of more than 5% of our voting securities will be required to report their acquisition to the Gaming Authorities and persons who acquire beneficial ownership of more than 10% of our voting securities will be required to apply to the Gaming Authorities for a finding of suitability. Notwithstanding these provisions, under the Nevada Act, the Gaming Authorities may at any time, in their discretion, require the holder of any of our securities to file applications, be investigated and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of Nevada. Typically, so long as we are a “publicly traded corporation” under the Nevada Act, the Gaming Authorities will require only our equity holders having beneficial ownership of more than 10% of our voting securities to be found suitable.

~~· make~~If ~~payments~~we cease to be a “publicly traded corporation” under the Nevada Act, or if required by the Gaming Authorities, each of our equity holders would be required to be found suitable by the Gaming Authorities. If any equity holder fails to be found suitable, we may be required to sever all relationships, including through redemption of Common Units, with such equity holder, which may have a material adverse effect on ~~subordinated~~our ~~obligations;~~business and our equity holders. In addition, such holders of Common Units who fail to obtain necessary licenses, authorizations, qualifications or findings of suitability will not be entitled to exercise any rights of ownership with respect to, or receive any income from, the Common Units.

13The transferability of our Common Units is very limited and subject to the prior approval of our Board of Managers.

~~Table~~There is currently no established public trading market for our Common Units, and there are no plans, proposals, arrangements or understandings with any person with regard to the development of ~~Contents~~a trading market for our Common Units. In addition, our limited liability company agreement requires the approval of our Board of Managers prior to certain transfers of our Common Units. It is expected that the Board of Managers will only consent to transfers of Common Units in very limited circumstances. Accordingly, we do not expect a public market will develop for our Common Units.

~~· make~~We ~~distributions~~currently ~~and~~have ~~repurchase~~no ~~equity;~~plans to pay dividends on our Common Units, so holders of our Common Units may not receive funds without selling their Common Units.

· We currently have no plans to pay dividends on our Common Units and our ability to make ~~investments;~~distributions on our Common Units may be restricted by the terms of our Senior Secured Credit Facility and by the Gaming Authorities. Any payment of future dividends will be at the discretion of our Board of Managers and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations that our Board of Managers deems relevant. The terms governing our outstanding debt also include limitations on the ability of Aliante Gaming to pay dividends to the Company. Accordingly, our holders may have to sell some or all of their Common Units in order to generate cash flow from their investment in us.

~~· grant liens on our property to secure debt;~~14

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~~· enter~~Our ~~into~~Board ~~certain~~of Managers authorized on March 25, 2015 a unit repurchase program under which the Company may repurchase units up to an aggregate cost not to exceed $5 million in private negotiated transactions. ~~with~~Our ~~affiliates;~~unit repurchase program could require the use of a significant portion of our available cash or our cash flow from operations. Accordingly, the unit repurchase program will be dependent upon factors such as levels of cash generation from operations, cash requirements for capital projects and economic and market conditions. No repurchases have been made under the repurchase program as of December 31, 2015. The Senior Secured Credit Facility also restricts our ability to repurchase units.

~~· sell~~Potential ~~assets~~conflicts orof ~~enter~~interest ~~into~~may ~~mergers~~exist, or ~~consolidations;~~may arise, based on debt and management interests of the principal equity holders of the Company.

~~· sell~~Pursuant ~~equity~~to the governance structure of the Company, a majority of our managers will primarily be persons designated by certain Lenders holding greater than 10% of our Common Units (“Principal Lenders” or “Principal Members”). In addition, many major actions require approval of a majority of the managers which include those managers designated by the Principal Members. The Principal Members may have interests that are different than, or in ~~subsidiaries;~~addition to, other equity holders of the Company, which could adversely affect such equity holders.

~~· create~~The ~~dividend~~Lenders ~~and~~under ~~other~~the ~~payment~~Senior ~~restrictions~~Secured ~~affecting~~Credit ~~subsidiaries;~~Facility ~~and~~may have an incentive for the Company to act or omit to act, in each case, in a manner that enhances the ability of the Company to service its indebtedness or the Lenders to recover on the Senior Secured Credit Facility, rather than seeking to maximize the value of the equity of the Company.

~~· change~~The interests of the ~~nature~~Principal Members could conflict with or differ from the interests of other holders of our ~~line~~Common Units. For example, the concentration of ownership held by the Principal Members could delay, defer or prevent a change of control of the Company or impede a merger, takeover or other business combination that other holders of our Common Units may otherwise view favorably. So long as the Principal Members continue to beneficially own a significant amount of our equity, even if such amount is less than 50%, they may be able to strongly influence or effectively control our decisions. For example, our operating agreement requires a majority of our Board of Managers to vote on any matter and our Principal Members have the right to designate three of four managers.

~~The~~ITEM ~~Senior~~1B. ~~Secured~~UNRESOLVED ~~Credit~~STAFF Facility also imposes various customary affirmative covenants on Aliante Gaming and its subsidiaries including, among others, reporting covenants, covenants to maintain insurance, and maintain properties and other covenants customary in senior credit financings of this type.COMMENTS

As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needsNone. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors. A failure to comply with the covenants contained in the Senior Secured Credit Facility, or other indebtedness that we may incur in the future, could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations.

IfITEM we are unable to repay amounts owing under the Senior Secured Credit Facility when due, the Lenders, or affiliates thereof, under the Senior Secured Credit Facility could proceed against the collateral2. If the indebtedness under the Senior Secured Credit Facility were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all. In addition, the Lenders under the Senior Secured Credit Facility are also our Members, see “Risks Related to our Common Units - Potential conflicts of interest may exist, or may arise, based on debt and management interests of the principal equity holders of the Company.”PROPERTIES

~~Our~~We ~~ability~~own tothe ~~service~~land ~~all~~and ofbuilding ~~our~~on ~~indebtedness~~which ~~depends~~the onCasino ~~our~~is ~~ability~~located toin ~~generate~~North ~~cash~~Las ~~flow~~Vegas, ~~which~~Nevada. Substantially all of the property that we own is subject to ~~factors~~liens ~~that~~to ~~are~~secure ~~beyond~~borrowings ~~our~~under ~~control~~the Senior Secured Credit Facility.

~~Our~~The ~~ability~~Casino tois ~~make~~an ~~any~~approximately ~~scheduled payments on~~700,000 orsquare tofoot ~~refinance,~~casino ~~our~~and ~~debt~~hotel ~~obligations~~facility ~~depends~~situated on ~~our~~approximately ~~financial~~40 ~~condition~~acres ~~and~~that ~~operating~~we ~~performance,~~own ~~which~~within isthe ~~subject to general economic~~1,905 ~~financial,~~acre ~~competitive~~Aliante ~~and~~master-planned ~~other factors that are beyond our control~~community. InThe ~~addition,~~property ~~deterioration~~lies inbetween ~~the~~three ~~economic performance~~ of the ~~Casino~~main ~~may~~thoroughfares ~~cause~~that usrun tothrough ~~reduce~~the ormaster-planned ~~delay~~community ~~investments~~with ~~and~~Elkhorn ~~capital~~Road ~~expenditures, or~~ to ~~sell~~the ~~assets.~~north, In the ~~absence~~Las ofVegas ~~such~~Beltway ~~operating~~to ~~results~~the South and ~~resources,~~North weAliante ~~could~~Parkway ~~face~~to ~~substantial~~the ~~liquidity~~west. ~~problems~~See ~~and~~“Item ~~might~~1. beBusiness ~~required~~- toNarrative ~~dispose~~Description of ~~material~~Business” ~~assets~~for ora ~~operations~~further todescription ~~meet~~of ~~our~~the ~~debt service and other obligations~~facility.

~~The~~ITEM ~~volatility~~3. ~~and~~LEGAL ~~disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our ability to access financing.~~PROCEEDINGS

~~Although~~The weCompany ~~believe~~is ~~that~~currently wea ~~will~~party ~~have~~to ~~sufficient~~litigation ~~funds~~arising ~~for our capital needs, there can be no assurance that we will not need additional capital~~ in the ~~future.~~ordinary ~~Due~~course toof ~~the~~business. ~~continuing~~In ~~uncertainty in~~ the ~~capital~~opinion ~~and~~of ~~credit~~management, ~~markets~~all ~~and~~pending ~~the~~legal ~~recent~~matters ~~global~~will ~~recession,~~not ~~our~~have ~~access~~a tomaterial ~~capital~~effect ~~may~~on ~~not~~the bebusiness, ~~available~~financial onposition ~~terms~~or ~~that~~results ~~are~~of ~~attractive~~operations orof atthe ~~all~~Company.

~~Risks~~ITEM ~~Related~~4. toMINE ~~Our~~SAFETY ~~Common Units~~DISCLOSURES

AsNot a “publicly traded corporation” under the Nevada Act, each holder of more than 10% of our voting securities must be found suitable by the Gaming Authorities or we may be required to sever all relationships with such equity holderapplicable.

As a “publicly traded corporation” under the Nevada Act, persons who acquire beneficial ownership of more than 5% of our voting securities will be required to report their acquisition to the Gaming Authorities and persons who acquire beneficial ownership15

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14PART II

~~Table~~ITEM of5. ~~Contents~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ofMarket more than 10% of our voting securities will be required to apply to the Gaming Authorities for a finding of suitability. Notwithstanding these provisions, under the Nevada Act, the Gaming Authorities may at any time, in their discretion, require the holder of any of our securities to file applications, be investigated and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of Nevada. Typically, so long as we are a “publicly traded corporation” under the Nevada Act, the Gaming Authorities will require only our equity holders having beneficial ownership of more than 10% of our voting securities to be found suitable.Information

IfAll ~~we cease to be a “publicly traded corporation” under the Nevada Act, or if required by the Gaming Authorities, each~~ of our ~~equity~~outstanding holders would be required to be found suitable by the Gaming Authorities. If any equity holder fails to be found suitable, we may be required to sever all relationships, including through redemption of Common Units, ~~with~~are ~~such~~privately ~~equity~~held ~~holder,~~and ~~which~~there ~~may~~is ~~have~~no aestablished ~~material~~public ~~adverse~~trading ~~effect~~market onfor our ~~business and our equity holders. In addition, such holders of~~ Common Units who fail to obtain necessary licenses, authorizations, qualifications or findings of suitability will not be entitled to exercise any rights of ownership with respect to, or receive any income from, the Common Units.

~~The transferability of our Common Units is very limited and subject to the prior approval of our Board of Managers.~~Holders

~~There~~As isof ~~currently~~March 28, ~~no established public trading market for our Common Units~~2016, ~~and~~ there ~~are~~were no12 ~~plans,~~holders ~~proposals, arrangements or understandings with any person with regard to the development~~ of arecord ~~trading market for our Common Units. In addition, our limited liability company agreement requires the approval~~ of our ~~Board of Managers prior to certain transfers of our~~ Common Units. ~~It is expected that the Board of Managers will only consent to transfers of Common Units in very limited circumstances. Accordingly, we do not expect a public market will develop for our Common Units.~~

~~We currently have no plans to pay dividends on our Common Units, so holders of our Common Units may not receive funds without selling their Common Units.~~Dividends

WeThere ~~currently~~were ~~have~~ no ~~plans~~dividends topaid ~~pay~~during ~~dividends~~the onyears ~~our~~ended ~~Common~~December 31, ~~Units~~2015 and ~~our~~2014. ~~ability~~We todid not make, ~~distributions~~and ondo ~~our~~not ~~Common~~anticipate ~~Units~~paying ~~may~~in bethe ~~restricted~~foreseeable byfuture, ~~the~~any ~~terms~~dividends ofon our ~~Senior~~Common ~~Secured~~Units. ~~Credit~~Our ~~Facility~~Board ~~and~~of byManagers ~~the~~authorized ~~Gaming~~a ~~Authorities.~~unit ~~Any~~repurchase ~~payment~~program ofunder ~~future~~which ~~dividends~~the ~~will~~Company bemay atrepurchase ~~the~~units ~~discretion~~up ofto ~~our~~an ~~Board~~aggregate ofcost ~~Managers~~not ~~and~~to ~~will~~exceed ~~depend~~$5 ~~on,~~million ~~among~~in ~~other~~privately ~~things,~~negotiated ~~our~~transactions. ~~earnings,~~The ~~financial~~price ~~condition,~~and ~~capital~~timing ~~requirements,~~of ~~level~~any purchases of ~~indebtedness,~~units ~~statutory~~will ~~and~~depend ~~contractual~~on ~~restrictions~~factors ~~applying~~such toas ~~the~~levels ~~payment~~ of ~~dividends,~~cash ~~and~~generated ~~other~~from ~~considerations~~operations, ~~that~~cash ~~our~~requirements ~~Board~~for ofcapital ~~Managers~~projects ~~deems~~and ~~relevant.~~economic ~~The~~and ~~terms~~market ~~governing~~conditions. ~~our~~No ~~outstanding~~repurchases ~~debt~~have ~~also~~been ~~include~~made ~~limitations~~under on the ~~ability~~repurchase program as of ~~Aliante~~December ~~Gaming~~31, to2015. ~~pay~~The ~~dividends~~Senior toSecured ~~the~~Credit ~~Company.~~Facility ~~Accordingly,~~restricts our ~~holders~~ability ~~may have~~ to ~~sell~~declare ~~some~~ or ~~all~~make ofdistributions ~~their~~on our Common Units, inincluding, ~~order~~but tonot ~~generate~~limited ~~cash~~to, ~~flow~~our ~~from~~ability ~~their~~to ~~investment~~repurchase ~~in us~~units.

~~Our~~Securities ~~Board~~Authorized offor ~~Managers~~Issuance ~~authorized on March 25, 2015 a unit repurchase program~~ under ~~which~~Equity ~~the~~Compensation Company may repurchase units up to an aggregate cost not to exceed $5 million in private negotiated transactions. Our unit repurchase program could require the use of a significant portion of our available cash or our cash flow from operations. Accordingly, the unit repurchase program will be dependent upon factors such as levels of cash generation from operations, cash requirements for capital projects and economic and market conditions. The Senior Secured Credit Facility also restricts our ability to repurchase units.Plans

~~Potential~~Information ~~conflicts~~regarding ofour ~~interest~~securities ~~may~~authorized ~~exist,~~for orissuance ~~may~~under ~~arise,~~equity ~~based~~compensation onplans ~~debt~~is ~~and~~included ~~management~~under ~~interests~~“Item 12. - Security Ownership of ~~the~~Certain ~~principal~~Beneficial ~~equity~~Owners ~~holders~~and ofManagement ~~the~~and ~~Company~~Related Stockholder Matters”.

~~Pursuant~~Issuer toPurchases ~~the governance structure~~ of ~~the~~Equity Company, a majority of our managers will primarily be persons designated by certain Lenders holding greater than 10% of our Common Units (“Principal Lenders” or “Principal Members”). In addition, many major actions require approval of a majority of the managers which include those managers designated by the Principal Members. The Principal Members may have interests that are different than, or in addition to, other equity holders of the Company, which could adversely affect such equity holders.Securities

~~The~~There ~~Lenders~~were ~~under~~no ~~the~~purchases ~~Senior~~of ~~Secured~~our ~~Credit~~Common ~~Facility~~Units ~~may~~made ~~have~~by, ~~an incentive for the Company to act~~ or ~~omit~~on tobehalf ~~act, in each case, in a manner that enhances the ability~~ of ~~the~~us ~~Company~~during ~~to service its indebtedness or~~ the ~~Lenders~~year toended ~~recover on the Senior Secured Credit Facility~~December 31, ~~rather than seeking to maximize the value of the equity of the Company~~2015.

The interests of the Principal Members could conflict with or differ from the interests of other holders of our Common Units. For example, the concentration of ownership held by the Principal Members could delay, defer or prevent a change of control of the Company or impede a merger, takeover or other business combination that other holders of our Common Units may otherwise view favorably. So long as the Principal Members continue to beneficially own a significant amount of our equity, even if such amount is less than 50%, they may be able to strongly influence or effectively control our decisions. For example, our operating agreement requires a majority of our Board of Managers to vote on any matter and our Principal Members have the right to designate three of four managers.16

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15ITEM 6. SELECTED FINANCIAL DATA

~~Table~~On November 1, 2011, Aliante Gaming, the owner and operator of ~~Contents~~the Casino, became our wholly owned subsidiary pursuant to the Plan. Prior to November 1, 2011, we conducted no operations and had no material assets or liabilities. As a result, the following selected financial data presents our financial results as of and for the years ended December 31, 2015, 2014, 2013 and 2012, the period from November 1, 2011 through December 31, 2011 (the “Successor Period”) and for the Predecessor, Aliante Gaming, for the period from January 1, 2011 through October 31, 2011. The historical financial results for the Predecessor are not comparable to our current financial condition or our future results of operations following November 1, 2011 due to the adoption of fresh-start reporting in accordance with ASC Topic 852. The selected financial data presented below have been derived from our and the Predecessor’s financial statements which are contained elsewhere in this Annual Report on Form 10-K. The selected financial data set forth below are qualified in their entirety by, and should be read in conjunction with, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K.

ITEM 1B. UNRESOLVED STAFF COMMENTS

	Successor															Predecessor
													Period from			Period from
													November 1, 2011			January 1, 2011
													Through			Through
	Year Ended December 31,												December 31,			October 31,
(in thousands)	2015			2014			2013			2012			2011			2011
Income statement data:
Revenues:
Casino	$	63,630		$	55,483		$	47,476		$	53,939		$	9,704		$	43,197
Other		27,737			24,163			21,341			22,380			4,110			18,818
Gross revenues		91,367			79,646			68,817			76,319			13,814			62,015
Promotional allowances		(7,210	)		(6,257	)		(4,735	)		(5,638	)		(950	)		(4,523	)
Net revenues		84,157			73,389			64,082			70,681			12,864			57,492

Operating costs and expenses:
Casino		26,645			25,000			22,699			22,854			3,961			19,244
Other		18,194			16,626			15,510			13,495			2,435			11,006
Selling, general and administrative		22,189			21,618			21,387			25,678			4,356			18,799
Depreciation and amortization		5,368			4,999			4,662			3,208			522			3,901
Management fees		—			—			—			1,516			377			1,496
Preopening expenses		—			—			—			—			—			34
Restructuring and other charges (a)		—			—			—			—			—			2,550
(Gain) on disposal of assets, net		(125	)		(136	)		(177	)		7			—			—
Total operating costs and expenses		72,271			68,107			64,081			66,758			11,651			57,030
Operating income		11,886			5,282			1			3,923			1,213			462
Interest expense, net		(5,741	)		(5,055	)		(5,262	)		(4,047	)		(640	)		(8,502	)
Income (loss) before reorganization items		6,145			227			(5,261	)		(124	)		573			(8,040	)
Reorganization items, net (b)		—			—			—			—			—			373,039
Net income (loss)	$	6,145		$	227		$	(5,261	)	$	(124	)	$	573		$	364,999

Balance sheet data (as of period end)
Total assets	$	91,956		$	90,178		$	87,929		$	90,928		$	89,038
Long-term debt, including current portion		43,652			51,299			50,216			46,107			43,201
Member’s equity		38,839			32,694			32,467			37,728			37,827

~~None~~(a) Restructuring and other charges are comprised of expenses related to the evaluation of financial and strategic alternatives and include legal, consulting and other professional services associated with the Predecessor’s reorganization efforts prior to the Petition Date, including preparation for the bankruptcy filing.

~~ITEM~~(b) 2.Reorganization ~~PROPERTIES~~items are comprised of the discharge of liabilities subject to compromise and the revaluation of assets and liabilities in addition to expenses incurred after the Petition Date including legal and advisory fees in connection with the Restructuring Transactions.

We own the land and building on which the Casino is located in North Las Vegas, Nevada. Substantially all of the property that we own is subject to liens to secure borrowings under the Senior Secured Credit Facility.17

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~~The~~ITEM ~~Casino is an approximately 700,000 square foot casino and hotel facility situated on approximately 40 acres that we own within the 1,905 acre Aliante master-planned community~~7. ~~The~~MANAGEMENT’S ~~property~~DISCUSSION ~~lies~~AND ~~between~~ANALYSIS ~~three~~OF ofFINANCIAL ~~the~~CONDITION ~~main~~AND ~~thoroughfares~~RESULTS ~~that~~OF run through the master-planned community with Elkhorn Road to the north, the Las Vegas Beltway to the South and North Aliante Parkway to the west. See “Item 1. Business - Narrative Description of Business” for a further description of the facility.OPERATIONS

~~ITEM 3. LEGAL PROCEEDINGS~~Background

~~The~~We ~~Company~~were isformed ~~currently~~on aMay 11, ~~party~~2011 to ~~litigation~~acquire ~~arising~~substantially inall of the ~~ordinary~~equity ~~course~~interests of ~~business~~Aliante Gaming pursuant to the Plan. InThe reorganization of Aliante Gaming was completed on November 1, 2011, resulting in Aliante Gaming, the ~~opinion~~owner and operator of ~~management~~Aliante Casino + Hotel, ~~all~~previously ~~pending~~known ~~legal~~as ~~matters~~Aliante ~~will~~Station ~~not~~Casino ~~have~~+ Hotel, in North Las Vegas, Nevada, becoming our wholly owned subsidiary. Aliante Casino + Hotel is a ~~material~~full-service ~~effect~~casino onand ~~the~~hotel ~~business~~offering high quality accommodations, ~~financial~~gaming, ~~position~~dining, orentertainment, ~~results~~retail ofand other resort amenities. Prior to November 1, 2011, we conducted no operations ofand ~~the~~had ~~Company~~no material assets or liabilities.

~~ITEM~~On 4November 1, 2011, we entered into the Senior Secured Credit Facility, as further described under “- Liquidity and Capital Resources.” ~~MINE~~In ~~SAFETY~~addition, ~~DISCLOSURES~~on November 1, 2011, 100% of the outstanding equity interests of Aliante Gaming, which were previously owned by Aliante Holding, were cancelled, and new equity of Aliante Gaming, as reorganized, was issued to the Lenders. The Lenders contributed 100% of the new equity interests in Aliante Gaming to the Company in consideration for the issuance of the Senior Secured Loans under the Senior Secured Credit Facility and 100% of the Company’s Common Units.

~~Not~~Additionally, ~~applicable~~on November 1, 2011, we adopted fresh-start reporting in accordance with ASC Topic 852, which resulted in a new reporting entity for accounting purposes. Accordingly, the carrying values of Aliante Gaming’s assets and liabilities were adjusted to their estimated fair values as of the November 1, 2011. As a result, the historical financial results of Aliante Gaming are not indicative of our current financial condition or our results of operations following November 1, 2011. In addition, our future results of operations will be subject to significant business, economic and competitive uncertainties and contingencies, some of which are beyond our control.

~~PART~~On November II1, 2012, New Station ceased providing management services to Aliante Gaming.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Overview

~~Market~~Our ~~Information~~revenues are primarily derived from gaming revenues, which include revenues from slot machines and table games. Gaming revenues are generally defined as gaming wins less gaming losses. Our largest component of gaming revenues is from slot machines. Promotional allowances consist primarily of free slot play and complimentary food and beverages furnished to customers. Upon redemption, the retail value of such services is included in the respective revenue classifications and is then deducted as promotional allowances. We calculate income from operations as net revenues less total operating costs and expenses. Income from operations represents only those amounts that relate to operations and excludes interest income, interest expense and other non-operating income and expenses.

~~All~~We consider various performance measures in assessing financial condition and results of ~~our~~operations ~~outstanding~~including ~~Common~~fluctuations ~~Units~~in ~~are~~revenues, ~~privately~~expenses ~~held~~and margins as compared to prior periods and ~~there~~internal isplans. noAdditionally, ~~established~~we ~~public~~measure ~~trading~~changes ~~market~~in selling, general and administrative expenses as a percent of net revenue, which indicate management’s ability to control costs. We also evaluate our profitability based upon Adjusted EBITDA (see “Results of Operations” for additional information), which represents earnings before interest, taxes, depreciation and amortization, management fees, lease termination, gain (loss) on disposal of assets, net, impairment loss, and other non-recurring items, as applicable. The measures listed above are not a comprehensive list of all factors considered by us in assessing our ~~Common~~financial ~~Units~~condition and operating performance, and we may consider other individual measures as required by trends and discrete events arising in a specific period, but they are the key indicators.

~~Holders~~We are organized as a limited liability company and are not subject to federal income taxes. Accordingly, a provision for income taxes is not included in our financial statements.

AsThe offollowing ~~March 27,~~discussion ~~2015,~~and ~~there~~analysis ~~were~~should 12be ~~holders~~read ofin ~~record~~conjunction ofwith “Item 6. Selected Financial Data” and our ~~Common~~financial ~~Units~~statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

~~Dividends~~18

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~~There~~Results ~~were no dividends paid during the years ended December 31, 2014 and 2013. We did not make, and do not anticipate paying in the foreseeable future, any dividends on our Common Units. Our Board~~ of Managers authorized a unit repurchase program under which the Company may repurchase units up to an aggregate cost not to exceed $5 million in privately negotiated transactions. The price and timing of any purchases of units will depend on factors such as levels of cash generated from operations, cash requirements for capital projects and economic and market conditions. The Senior Secured Credit Facility restricts our ability to declare or make distributions on our Common Units, including, but not limited to, our ability to repurchase units.Operations

~~Securities~~The ~~Authorized~~following table highlights the results of operations and reconciles Adjusted EBITDA to net income (loss) for ~~Issuance~~the ~~under~~years ~~Equity~~ended ~~Compensation~~2015, ~~Plans~~2014 and 2013 (in thousands, except percentages):

Information regarding our securities authorized for issuance under equity compensation plans is included under “Item 12. - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”.

	Year Ended			Year Ended						Year Ended
	December 31,			December 31,			Percent			December 31,			Percent
	2015			2014			Change			2013			Change
Net revenues	$	84,157		$	73,389			14.7	%	$	64,082			14.5	%
Adjusted EBITDA (a)	$	17,129		$	10,145			68.8	%	$	4,486			126.1	%
Less:
Depreciation and amortization		5,368			4,999			7.4	%		4,662			7.2	%
(Gain) loss on disposal of assets, net		(125	)		(136	)		(7.7	)%		(177	)		(23.4	)%
Operating income		11,886			5,282			125.0	%		1		n/m		%
Interest expense, net		(5,741	)		(5,055	)		13.6	%		(5,262	)		(3.9	)%
Net income (loss)	$	6,145		$	227			2,608.3	%	$	(5,261	)		104.3	%

~~Recent~~n/m ~~Sales~~= ofnot ~~Unregistered Securities~~meaningful

In(a) ~~May 2012~~EBITDA, 75earnings ~~Common~~before ~~Units~~interest, ~~were~~taxes, ~~issued~~depreciation toand ~~Ellis~~amortization, ~~Landau~~is ~~and~~a ~~56.25~~widely ~~Common~~used ~~Units~~measure ~~were~~of ~~issued~~operating toperformance ~~Eugene~~in Ithe gaming industry. ~~Davis~~We ~~representing~~have ~~one~~traditionally used Adjusted EBITDA when evaluating the Casino’s operating performance because we believe that the inclusion or exclusion of certain non-~~third~~cash recurring, non-recurring items is necessary to present the most accurate measure of ~~their~~the ~~compensation~~Casino’s operating results and as ~~members~~a ofmeans to assess results period over period. We refer to the ~~Board~~financial ofmeasure ~~Managers~~that adjusts for ~~the~~these ~~period~~items ~~from~~as ~~November 1~~Adjusted EBITDA. We believe, ~~2011~~when ~~through~~considered ~~March 31~~with measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), ~~2012~~Adjusted EBITDA is a useful financial performance measurement for assessing the Casino’s operating performance and is used by management in making financial and operational decisions. In ~~July 2012~~this regard, 45Adjusted ~~Common~~EBITDA ~~Units~~is ~~were~~a ~~issued~~key tometric ~~Ellis~~used ~~Landau~~by us in our budgeting process, when calculating returns on investment of existing and ~~33.75~~proposed ~~Common~~projects ~~Units~~and ~~were~~in ~~issued~~the evaluation of incentive compensation related to ~~Eugene~~property Imanagement. ~~Davis~~Adjusted ~~representing~~EBITDA ~~one-third~~consists of ~~their~~net ~~compensation~~income (loss) less interest, taxes, depreciation and amortization and other non-recurring items, as ~~members~~applicable. We believe that while items excluded from Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluation of the ~~Board~~Casino’s operating performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions, the ability of ~~Managers~~management ~~for~~to control such items or events and may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to the Casino’s operating trends or be indicative of future results. For example, lease terminations will be significantly different in periods when we terminate a lease agreement and it is not expected to be comparable period over period, nor is the amount expected to follow any particular trend from ~~April 1~~period-to-period. Therefore, ~~2012~~we ~~through~~use ~~June 30~~Adjusted EBITDA as the primary measure of the Casino’s operating performance. We believe that our Members use Adjusted EBITDA as an appropriate financial measure in determining the value of their investment. To evaluate Adjusted EBITDA and the trends it depicts, ~~2012~~the components should be considered. The ~~offer~~impact of interest, ~~sale~~taxes, depreciation and ~~issuance~~amortization, and other non-recurring items, as applicable, each of ~~the~~which ~~Common~~can ~~Units~~significantly affect our results of operations and liquidity, should be considered in evaluating our operating performance, and cannot be determined from Adjusted EBITDA. Adjusted EBITDA is used in addition to, and in conjunction with, GAAP measures and should not be considered as an alternative to net income (loss), or any other GAAP operating performance measure. To compensate for the ~~members~~inherent limitations of the ~~Board~~disclosure of ~~Managers~~Adjusted ~~are~~EBITDA, ~~exempt~~we ~~from~~provide ~~Section 5~~relevant disclosure of our depreciation and amortization, interest and other items in our reconciliations to GAAP financial measures and condensed financial statements, all of which should be considered when evaluating our performance. In addition, it should be noted that not all gaming companies that report Adjusted EBITDA or adjustments to such measures, may calculate Adjusted EBITDA, or such adjustments, in the same manner as us, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.

1619

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~~Table~~The following table highlights the various sources of ~~Contents~~revenues and expenses for the years ended 2015, 2014 and 2013 as compared to the prior year (in thousands, except percentages):

of the Securities Act of 1933, or the Securities Act, and from any other state or local law requiring registration or licensing of an issuer of a security, pursuant to Section 4 of the Securities Act.

	Year Ended			Year Ended						Year Ended
	December 31,			December 31,			Percent			December 31,			Percent
	2015			2014			Change			2013			Change
Casino revenues	$	63,630		$	55,483			14.7	%	$	47,476			16.9	%
Casino expenses		26,645			25,000			6.6	%		22,699			10.1	%
Margin		58.1	%		54.9	%					52.2	%

Food and Beverage revenue	$	17,144		$	14,794			15.9	%	$	12,927			14.4	%
Food and Beverage expenses		13,523			12,285			10.1	%		11,566			6.2	%
Margin		21.1	%		17.0	%					10.5	%

Room revenue	$	7,100		$	6,086			16.7	%	$	5,274			15.4	%
Room expenses		3,144			2,862			9.9	%		2,505			14.3	%
Margin		55.7	%		53.0	%					52.5	%

Other revenue	$	3,493		$	3,283			6.4	%	$	3,140			4.6	%
Other expenses		1,527			1,479			3.2	%		1,439			2.8	%
Margin		56.3	%		54.9	%					54.2	%

Selling, general and administrative expenses	$	22,189		$	21,618			2.6	%	$	21,387			1.1	%
Percent of net revenues		26.4	%		29.5	%					33.4	%

~~Issuer Purchases of Equity Securities~~Casino.

~~There~~Casino ~~were~~revenues noincreased ~~purchases~~14.7% to $63.6 million for the year ended December 31, 2015, as compared to $55.5 million for the year ended December 31, 2014, primarily due to an increase in slot revenue as a result of ~~our~~an ~~Common~~increase ~~Units~~in ~~made~~gaming bypatron visitation and spend per visit. Casino expenses increased 6.6% to $26.6 million for the year ended December 31, or2015, onas ~~behalf~~compared to $25.0 million for the year ended December 31, 2014, primarily due to the increase in promotional spending that drove the increase in slot revenue. The net impact of usthese ~~during~~factors resulted in a 3.2 percentage point improvement in the casino operating margin for the year ended December 31, 2015 as compared to the year ended December 31, 2014.

~~ITEM~~Casino 6revenues increased 16.9% ~~SELECTED~~to ~~FINANCIAL~~$55.5 ~~DATA~~million for the year ended December 31, 2014, as compared to $47.5 million for the year ended December 31, 2013, primarily due to an increase in slot revenue. Casino expenses increased 10.1% to $25.0 million for the year ended December 31, 2013 primarily due to an increase in casino promotional spending. The casino operating margin increased to 54.9% for the year ended December 31, 2014 as compared to 52.2% for the year ended December 31, 2013 primarily due to the increase in casino revenues.

OnFood ~~November 1, 2011, Aliante Gaming, the owner~~ and ~~operator of the Casino, became our wholly owned subsidiary pursuant to the Plan~~Beverage. Prior to November 1, 2011, we conducted no operations and had no material assets or liabilities. As a result, the following selected financial data presents our financial results as of and for the years ended December 31, 2014, 2013, and 2012, the period from November 1, 2011 through December 31, 2011 (the “Successor Period”) and for the Predecessor, Aliante Gaming, for the period from January 1, 2011 through October 31, 2011, and as of and for the years ended December 31, 2010 and 2009 (the “Predecessor Period”). The historical financial results for the Predecessor are not comparable to our current financial condition or our future results of operations following November 1, 2011 due to the adoption of fresh-start reporting in accordance with ASC Topic 852. The selected financial data presented below have been derived from our and the Predecessor’s financial statements which, except for 2010 and 2009 are contained elsewhere in this Annual Report on Form 10-K.. The selected financial data set forth below are qualified in their entirety by, and should be read in conjunction with, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K.

Food and beverage revenues increased 15.9% to $17.1 million for the year ended December 31, 2015, as compared to $14.8 million for the year ended December 31, 2014, primarily as a result of increased visitor volume in our casual dining restaurants. Food and beverage expenses increased 10.1% to $13.5 million for the year ended December 31, 2015 as compared to the year ended December 31, 2014, primarily as a result of increased food costs associated with increased sales. The net impact of these factors resulted in a 4.1 percentage point improvement in the food and beverage operating margin for the year ended December 31, 2015 as compared to the year ended December 31, 2014.

~~Table~~Food and beverage revenues increased 14.4% to $14.8 million for the year ended December 31, 2014, as compared to $12.9 million for the year ended December 31, 2013, primarily as a result of ~~Contents~~the addition of the Farm 24/7 restaurant which opened in November 2013. Food and beverage expenses increased 6.2% to $12.3 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013, primarily as a result of increased food costs associated with increased sales. The net impact of these factors resulted in a 6.5 percentage point improvement in the food and beverage operating margin for the year ended December 31, 2014 as compared to the year ended December 31, 2013.

	Successor												Predecessor
										Period from			Period from
										November 1, 2011			January 1, 2011
										Through			Through			Year Ended
	Year Ended December 31,									December 31,			October 31,			December 31,
(in thousands)	2014			2013			2012			2011			2011			2010
Income statement data:
Revenues:
Casino	$	55,483		$	47,476		$	53,939		$	9,704		$	43,197		$	49,378
Other	24,163			21,341			22,380			4,110			18,818			21,425
Gross revenues	79,646			68,817			76,319			13,814			62,015			70,803
Promotional allowances	(6,257		)	(4,735		)	(5,638		)	(950		)	(4,523		)	(5,517		)
Net revenues	73,389			64,082			70,681			12,864			57,492			65,286
Operating costs and expenses:
Casino	25,000			22,699			22,854			3,961			19,244			23,669
Other	16,626			15,510			13,495			2,435			11,006			11,354
Selling, general and administrative	21,618			21,387			25,678			4,356			18,799			21,987
Depreciation and amortization	4,999			4,662			3,208			522			3,901			27,873
Management fees	—			—			1,516			377			1,496			1,853
Preopening expenses	—			—			—			—			34			222
Restructuring and other charges (a)	—			—			—			—			2,550			9,987
Impairment loss (b)	—			—			—			—			—			466,500
Loss (gain) on disposal of assets, net	(136		)	(177		)	7			—			—			—
Total operating costs and expenses	68,107			64,081			66,758			11,651			57,030			563,445
Operating income	5,282			1			3,923			1,213			462			(498,159		)
Interest expense, net	(5,055		)	(5,262		)	(4,047		)	(640		)	(8,502		)	(30,332		)
(Loss) income before reorganization items	227			(5,261		)	(124		)	573			(8,040		)	(528,491		)
Reorganization items, net (c)	—			—			—			—			373,039			—
Net (loss) income	$	227		$	(5,261	)	$	(124	)	$	573		$	364,999		$	(528,491	)
Balance sheet data (as of period end)
Total assets	$	90,178		$	87,929		$	90,928		$	89,038					$	111,868
Long-term debt, including current portion	51,299			50,216			46,107			43,201						364,893
Member’s equity (deficit)	32,694			32,467			37,728			37,827						(327,745		)

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(a) Restructuring and other charges are comprised of expenses related to the evaluation of financial and strategic alternatives and include legal, consulting and other professional services associated with the Predecessor’s reorganization efforts prior to the Petition Date, including preparation for the bankruptcy filingRoom. InThe ~~addition,~~following ~~the~~table ~~year~~shows ~~ended~~key ~~December 31,~~information ~~2010~~about ~~includes~~hotel $2.5 million related to the write-off of unamortized debt issuance costs as a result of the Predecessor’s default on the Previous Facility and developments in restructuring negotiations with the Lenders.operations:

(b) During the year ended December 31, 2010, the Predecessor recorded $466.5 million in non-cash impairment charges to reduce the carrying value of its property and equipment to fair value in accordance with the accounting guidance for impairment and disposal of long-lived assets.

	Year Ended			Year Ended						Year Ended
	December 31,			December 31,			Percent			December 31,			Percent
	2015			2014			Change			2013			Change

Occupancy		92	%		87	%					82	%

Average daily rate	$	93		$	89			5.0	%	$	86			2.9	%

Revenue per available room	$	86		$	76			13.3	%	$	71			9.1	%

~~(c) Reorganization~~Room revenue ~~items~~includes ~~are~~income ~~comprised~~from ofhotel room sales, meeting room rentals and revenue from spa operations. Room revenues increased by 16.7% to $7.1 million for the ~~discharge~~year ofended ~~liabilities~~December 31, ~~subject~~2015 as compared to ~~compromise~~$6.1 ~~and~~million for the ~~revaluation~~year ofended ~~assets~~December 31, ~~and~~2014. ~~liabilities~~The increase in ~~addition~~room revenues is attributable to more room nights sold and an increase in average daily rate. Room expenses ~~incurred~~increased ~~after~~by 9.9% to $3.1 million for the ~~Petition~~year ~~Date~~ended ~~including~~December 31, ~~legal~~2015 ~~and~~as ~~advisory~~compared ~~fees~~to in$2.9 ~~connection~~million ~~with~~for the ~~Restructuring~~year ~~Transactions~~ended December 31, 2014 mainly due to increased wages and laundry costs associated with increased occupancy.

18Room revenues increased by 15.4% to $6.1 million for the year ended December 31, 2014 as compared to $5.3 million for the year ended December 31, 2013. The increase in room revenues is attributable to more room nights sold and an increase in average daily rate. Room expenses increased by 14.3% to $2.9 million for the year ended December 31, 2014 as compared to $2.5 million for the year ended December 31, 2013 mainly due to increased wages and laundry costs.

~~Table~~Other ofRevenues ~~Contents~~and Expenses

~~ITEM~~Other 7revenues primarily include income from leased outlets, the gift shop, the call center and entertainment. ~~MANAGEMENT’S~~Other ~~DISCUSSION~~revenues ~~AND~~increased ~~ANALYSIS~~by OF$0.2 ~~FINANCIAL~~million, ~~CONDITION~~or ~~AND~~6.4%, ~~RESULTS~~for OFthe ~~OPERATIONS~~year ended December 31, 2015 as compared to the year ended December 31, 2014 due to an increase in entertainment revenue and increased percentage rent received from leased outlets. Other expenses increased by 3.2% for the year ended December 31, 2015 as compared to the year ended December 31, 2014 mainly due to an increase in salaries and wages in the call center.

~~Background~~Other revenues increased by $0.1 million, or 4.6%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013 mainly due to increased sales in the gift shop resulting from an increase in patron visits. Other expenses increased by 2.8% to $1.5 million for the year ended December 31, 2014 as compared to $1.4 million for the year ended December 31, 2013 mainly due to an increase in fees paid to entertainers.

~~We were formed on May 11~~Selling, ~~2011~~General to acquire substantially all of the equity interests of Aliante Gaming pursuant to the Plan. The reorganization of Aliante Gaming was completed on November 1, 2011, resulting in Aliante Gaming, the owner and ~~operator~~Administrative ~~of Aliante Casino + Hotel, previously known as Aliante Station Casino + Hotel, in North Las Vegas, Nevada, becoming our wholly owned subsidiary~~(“SG&A”). Aliante Casino + Hotel is a full-service casino and hotel offering high quality accommodations, gaming, dining, entertainment, retail and other resort amenities. Prior to November 1, 2011, we conducted no operations and had no material assets or liabilities.

OnSG&A ~~November 1,~~expenses ~~2011,~~increased weby ~~entered~~approximately ~~into the Senior Secured Credit Facility, as further described under “- Liquidity and Capital Resources”~~2. ~~In addition, on November 1, 2011, 100~~6% offor the ~~outstanding~~year ~~equity~~ended ~~interests~~December of31, ~~Aliante Gaming~~2015, ~~which~~as ~~were~~compared ~~previously~~to ~~owned~~prior byyear ~~Aliante~~due ~~Holding,~~to ~~were~~an ~~cancelled,~~increase ~~and~~in ~~new~~SG&A ~~equity of Aliante Gaming~~salaries, ~~as reorganized~~wages, ~~was~~and ~~issued~~incentive topayment ~~the Lenders~~accruals. ~~The~~SG&A ~~Lenders~~expenses ~~contributed~~remained ~~100%~~relatively offlat ~~the new equity interests in Aliante Gaming to the Company in consideration~~ for the ~~issuance~~year ofended ~~the~~December 31, ~~Senior~~2014 ~~Secured~~as ~~Loans~~compared ~~under~~to the ~~Senior~~year ~~Secured~~ended ~~Credit~~December 31, ~~Facility and 100% of the Company’s Common Units~~2013.

~~Additionally,~~Adjusted ~~on November 1, 2011, we adopted fresh-start reporting in accordance with ASC Topic 852, which resulted in a new reporting entity for accounting purposes~~EBITDA. Accordingly, the carrying values of Aliante Gaming’s assets and liabilities were adjusted to their estimated fair values as of the November 1, 2011. As a result, the historical financial results of Aliante Gaming are not indicative of our current financial condition or our results of operations following November 1, 2011. In addition, our future results of operations will be subject to significant business, economic and competitive uncertainties and contingencies, some of which are beyond our control.

OnAdjusted ~~November~~ EBITDA increased 68.8% to $17.1 million for the year ended December 31, ~~2012~~2015 as compared to December 31, ~~New~~2014, ~~Station~~and ~~ceased~~increased ~~providing~~126.1% ~~management~~to ~~services~~$10.1 million for the year ended December 31, 2014 as compared to ~~Aliante~~December 31, ~~Gaming~~2013, as a result of the factors discussed above for casino, food and beverage, room, other revenues and expenses and SG&A.

~~Overview~~Depreciation and Amortization.

~~Our~~Depreciation ~~revenues are primarily derived from gaming revenues, which include revenues from slot machines~~ and ~~table~~amortization ~~games.~~increased ~~Gaming revenues are generally defined as gaming wins less gaming losses~~7.4% ~~Our~~to ~~largest component of gaming revenues is from slot machines~~$5.4 ~~Promotional~~million ~~allowances~~for ~~consist~~the ~~primarily~~year ofended ~~free~~December 31, ~~slot~~2015, ~~play~~as ~~and~~compared ~~complimentary food and beverages furnished~~ to ~~customers~~$5.0 ~~Upon~~million ~~redemption,~~for the ~~retail~~year ~~value~~ended ofDecember 31, ~~such~~2014 ~~services is included in the respective revenue classifications and is then deducted~~ as ~~promotional~~a ~~allowances.~~result Weof ~~calculate~~additional ~~income~~depreciation ~~from~~of ~~operations~~2015 ascapital ~~net revenues less total operating costs and expenses~~expenditures. ~~Income from operations represents only those amounts that relate to operations and excludes interest income, interest expense and other non-operating income and expenses.~~

WeOperating consider various performance measures in assessing financial condition and results of operations including fluctuations in revenues, expenses and margins as compared to prior periods and internal plansIncome. Additionally, we measure changes in selling, general and administrative expenses as a percent of net revenue, which indicate management’s ability to control costs. We also evaluate our profitability based upon Adjusted EBITDAM (see “Results of Operations” for additional information), which represents earnings before interest, taxes, depreciation and amortization, management fees, lease termination, gain (loss) on disposal of assets, net, impairment loss, and other non-recurring items, as applicable. The measures listed above are not a comprehensive list of all factors considered by us in assessing our financial condition and operating performance, and we may consider other individual measures as required by trends and discrete events arising in a specific period, but they are the key indicators.

WeAs ~~are~~a ~~organized~~result asof athe ~~limited~~factors ~~liability~~discussed ~~company~~above, ~~and~~the ~~are~~operating ~~not~~income ~~subject~~for tothe ~~federal~~year ~~income~~ended ~~taxes. Accordingly~~December 31, a2015 ~~provision~~was ~~for~~$11.9 ~~income~~million ~~taxes~~as iscompared ~~not~~to ~~included~~$5.3 inmillion ~~our~~for ~~financial~~the ~~statements~~year ended December 31, 2014.

The following discussion and analysis should be read in conjunction with “Item 6. Selected Financial Data” and our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.21

Table Of Contents

~~Results~~Interest ~~of Operations~~Expense.

~~The~~Our ~~following~~outstanding ~~table~~principal ~~highlights~~indebtedness at December 31, 2015, excluding unamortized debt discount of $5.6 million was approximately $49.2 million compared to approximately $59.3 million, excluding unamortized debt discount of $8.0 million as of December 31, 2014. Interest expense related to our Senior Secured Credit Facility approximated $3.2 million for the ~~results~~year ended December 31, 2015. Also included in interest expense is a $2.4 million charge for the amortization of ~~operations~~debt ~~and~~discount. ~~reconciles~~The ~~Adjusted~~Senior ~~EBITDAM~~Secured Loans bear interest at a rate to ~~net~~be ~~income~~elected by Aliante Gaming, such rate being either (~~loss~~i) 10% ~~for~~per annum, which interest will be added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans, or (ii) 6% per annum, which interest will be payable in cash quarterly in arrears. The Company elected to begin paying cash interest effective June 30, 2014. ~~years~~The Company paid $3.2 million in cash interest related to the Senior Secured Credit Facility during the year-ended ~~2014~~December 31, 2015. Interest expense decreased by approximately $207,000 for the year ended 2013 as compared to the year ended 2014 mainly due to interest expense not being added to the outstanding principle balance of the Senior Secured Debt and ~~2012~~the ~~(in~~interest ~~thousands,~~rate ~~except~~decreasing ~~percentages):~~from 10% per annum to 6% per annum effective June 30, 2014.

19Net Income (Loss).

~~Table~~As a result of ~~Contents~~the factors discussed above, net income was $6.1 million for the year ended December 31, 2015 as compared to net income of $0.2 million for the year ended December 31, 2014.

	Year Ended			Year Ended					Year Ended
	December 31,			December 31,			Percent		December 31,			Percent
	2014			2013			Change		2012			Change
Net revenues	$	73,389		$	64,082		14.5	%	$	70,681		(9.3	)%
Adjusted EBITDAM (a)	$	10,145		$	4,486		126.1	%	$	8,654		(48.2	)%
Less:
Depreciation and amortization	4,999			4,662			7.2	%	3,208			45.3	%
Management fees	—			—			—		1,516			(100	)%
(Gain) loss on disposal of assets, net	(136		)	(177		)	(23.4	)%	7			n/m	%
Operating income	5,282			1			n/m	%	3,923			n/m	%
Interest expense, net	(5,055		)	(5,262		)	(3.9	)%	(4,047		)	30	%
Net income (loss)	227			$	(5,261	)	104.3	%	$	(124	)	4142.4	%

Liquidity and Capital Resources

~~n/m~~Our =cash ~~not~~flows ~~meaningful~~will be affected by a variety of factors, many of which are outside of our control, including recovery of the local gaming market, recovery of the housing market and community surrounding the Casino, competition and other general business conditions. We believe that our available cash and cash flows from our operations will provide sufficient liquidity to fund our cash requirements and capital expenditures for 2016, see “Risk Factors — We have limited liquidity and capital resources and may be unable to generate sufficient cash flows to finance all operating expenses, working capital needs and capital expenditures.” We expect to fund future capital expenditures for maintenance of the Casino through cash generated from our operating activities and we expect that we will generate sufficient income and liquidity to meet all of our operating cash requirements. Our results for future periods are subject to numerous uncertainties which may result in liquidity problems, which could in turn affect our ability to meet our obligations while attempting to meet competitive pressures or adverse economic conditions.

~~(a) Adjusted~~Senior ~~EBITDAM,~~Secured ~~earnings~~Credit before interest, taxes, depreciation, amortization and management fees, is a widely used measure of operating performance in the gaming industry. We have traditionally used Adjusted EBITDAM when evaluating our property operating performance because we believe that the inclusion or exclusion of certain non-cash recurring, non-recurring items and management fees is necessary to present the most accurate measure of our property operating results and as a means to assess results period over period. We refer to the financial measure that adjusts for these items as Adjusted EBITDAM. We believe, when considered with measures calculated in accordance with GAAP, Adjusted EBITDAM is a useful financial performance measurement for assessing our property operating performance and is used by management in making financial and operational decisions. In this regard, Adjusted EBITDAM is a key metric used by us in our budgeting process, when calculating returns on investment of existing and proposed projects and in the evaluation of incentive compensation related to property management. Adjusted EBITDAM consists of net income (loss) plus interest, taxes, depreciation and amortization, management fees, , lease termination, loss on disposal of assets, net, impairment loss, and other non-recurring items, as applicable. We believe that while items excluded from Adjusted EBITDAM may be recurring in nature and should not be disregarded in evaluation of our property operating performance, it is useful to exclude such items when analyzing current property results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions, the ability of the property to control such items or events and may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to current property operating trends or be indicative of future results. For example, lease terminations will be significantly different in periods when we terminate a lease agreement and it is not expected to be comparable period over period, nor is the amount expected to follow any particular trend from period-to-period. In addition, management fees, while previously recurring in nature, are based on the operating results of the property and as such, the amount of management fees will vary in each period and are not considered property operating expenses. Therefore, we use Adjusted EBITDAM as the primary measure of our property operating performance. We believe that our debt stakeholders use Adjusted EBITDAM as an appropriate financial measure in determining the value of their investment. To evaluate Adjusted EBITDAM and the trends it depicts, the components should be considered. The impact of interest, taxes, depreciation and amortization, management fees, , lease termination, loss on disposal of assets, net, impairment loss, and other non-recurring items, as applicable, each of which can significantly affect our results of operations and liquidity, should be considered in evaluating our operating performance, and cannot be determined from Adjusted EBITDAM. Adjusted EBITDAM is used in addition to, and in conjunction with, GAAP measures and should not be considered as an alternative to net (loss) income, or any other GAAP operating performance measure. To compensate for the inherent limitations of the disclosure of Adjusted EBITDAM, we provide relevant disclosure of our depreciation and amortization, interest and other items in our reconciliations to GAAP financial measures and financial statements, all of which should be considered when evaluating our performance. In addition, it should be noted that not all gaming companies that report Adjusted EBITDAM or adjustments to such measures, may calculate Adjusted EBITDAM, or such adjustments, in the same manner as us, and therefore, our measure of Adjusted EBITDAM may not be comparable to similarly titled measures used by other gaming companies.Facility

20On November 1, 2011, the Company and Aliante Gaming entered into the Senior Secured Credit Facility, which provided for $45.0 million in principal amount of Senior Secured Loans, which were deemed made on the same date without any funding being provided. The Senior Secured Credit Facility represented an already outstanding obligation of Aliante Gaming as of November 1, 2011 and provided for interest to be paid at a rate to be elected by Aliante Gaming, such rate being either (i) 10% per annum, payable in kind and added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans, or (ii) 6% per annum, which interest will be payable in cash quarterly in arrears. Effective June 30, 2014 Aliante Gaming elected the cash interest payment option with accrued interest being payable in kind through June 30, 2014. As a result of accruing interest in kind through June 30, 2014, and the $10 million pay down in the second quarter of 2015, the principal outstanding balance as of December 31, 2015 and December 31, 2014 was $48.5 million and $58.5 million, respectively. The Company paid cash interest during the year ended December 31, 2015 of $3.2 million. There is currently no availability for borrowings under the Senior Secured Credit Facility. The outstanding principal amount of the Senior Secured Loans and all accrued and unpaid interest thereon will be payable on the maturity date, which will be the earlier of November 1, 2018 or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility. The Senior Secured Loans may be prepaid in certain minimum amounts without the payment of any prepayment premium or fee.

~~Table~~The Senior Secured Credit Facility is guaranteed by the Company and by each domestic wholly owned subsidiary of ~~Contents~~Aliante Gaming and is secured by a first-priority (a) pledge of 100% of the Company’s equity interest in Aliante Gaming, (b) pledge of 100% of the equity interests in Aliante Gaming’s domestic subsidiaries (if any) and 65% of the equity interests of Aliante Gaming’s “first-tier” foreign subsidiaries (if any) and (c) security interest in substantially all of Aliante Gaming’s tangible and intangible assets, as well as those of each subsidiary guarantor (if any), in each case, other than any assets that may not be pledged pursuant to applicable gaming laws and subject to customary exceptions. The Senior Secured Credit Facility includes various covenants and mandatory prepayments which are customary for similar types of financings and does not contain any financial maintenance covenants.

~~The following table highlights the various sources of revenues and expenses for the years ended 2014, 2013 and 2012 as compared to the prior year (in thousands, except percentages):~~22

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	Year Ended			Year Ended					Year Ended
	December 31,			December 31,			Percent		December 31,			Percent
	2014			2013			Change		2012			Change
Casino revenues	$	55,483		$	47,476		16.9	%	$	53,939		(12.0	)%
Casino expenses	25,000			22,699			10.1	%	22,854			(0.7	)%
Margin	54.9		%	52.2		%			57.6		%
Food and Beverage revenue	$	14,794		$	12,927		14.4	%	$	13,270		(2.6	)%
Food and Beverage expenses	12,285			11,566			6.2	%	10,007			15.6	%
Margin	17.0		%	10.5		%			24.6		%
Room revenue	$	6,086		$	5,274		15.4	%	$	5,986		(11.9	)%
Room expenses	2,862			2,505			14.3	%	2,139			17.1	%
Margin	53.0		%	52.5		%			64.3		%
Other revenue	$	3,283		$	3,140		4.6	%	$	3,124		0.5	%
Other expenses	1,479			1,439			2.8	%	1,349			6.7	%
Margin	54.9		%	54.2		%			56.8		%
Selling, general and administrative expenses	$	21,618		$	21,387		1.1	%	$	25,678		(16.7	)%
Percent of net revenues	29.5		%	33.4		%			36.3		%

In establishing the amortization of the debt discount on its Senior Secured Loans in November 2011, the Company expected that it would elect the cash interest payment option beginning in the first quarter of 2013. During the first quarter of 2013, this was subsequently revised to assume cash interest payments would begin during the second quarter of 2013. During the second quarter of 2013, the Company further evaluated the date it would commence the cash interest payment option, determining the Company would instead elect to defer the cash interest option until contractually required to do so beginning in November 2014. During the second quarter of 2014, this was subsequently revised to assume cash interest payments would begin with the interest period commencing on June 30, 2014. As a result of this change in the expected method of payment, the Company recorded an adjustment to its accrual during the second quarter of 2013 to increase interest expense by $0.5 million using the retrospective approach. During the second quarter of 2014, the company recorded an adjustment in its accrual to decrease interest expense by $0.2 million. Under the retrospective approach, a new effective interest rate is computed to reflect the modified estimated cash flows as if such modified cash flows were known at inception. The carrying amount is adjusted to reflect the amount that would have been presented had the adjusted effective rate have been applied since inception.

~~Casino~~During the second quarter 2015, the Board of Managers authorized two optional $5 million principal payments on the Senior Secured Credit Facility which were paid on June 11, 2015 and June 30, 2015. As a result of these payments, the Company recorded an adjustment during the second quarter of 2015 to increase interest expense by $0.7 million using the retrospective approach. Under the retrospective approach, a new effective interest rate is computed to reflect the modified estimated cash flows as if such modified cash flows were known at inception. The carrying amount is adjusted to reflect the amount that would have been presented had the adjusted effective rate been applied since inception.

~~Casino~~On ~~revenues~~March ~~increased~~4, ~~16.9%~~2016, tothe ~~$55.5~~Company ~~million~~secured ~~for~~a ~~the~~commitment ~~year~~from ~~ended~~Wells ~~December 31,~~Fargo ~~2014~~Bank, asNational ~~compared~~Association, subject to ~~$47.5~~certain ~~million~~conditions, ~~for~~including, ~~the~~but ~~year~~not ~~ended~~limited ~~December 31~~to, ~~2013~~completing the loan documents, ~~primarily~~for ~~due~~a toRevolving anCredit ~~increase~~Facility in ~~slot~~the ~~revenue.~~initial ~~Casino~~principal ~~expenses~~amount ~~increased~~of ~~10.1%~~up to $2550.0 million, ~~for~~with three options to increase the ~~year~~principal ~~ended~~amount ~~December 31,~~of ~~2014,~~the asRevolving ~~compared~~Credit Facility in an aggregate principal amount of up to $2220.70 million for ~~the~~each ~~year~~option. The ~~ended~~Revolving ~~December 31,~~Credit ~~2013,~~Facility ~~primarily~~is ~~due~~expected to mature five years from the ~~increase~~date inof ~~promotional~~Closing ~~spending~~and ~~that~~interest ~~drove~~will ~~the~~accrue ~~increase~~at inLIBOR ~~slot~~or ~~revenue~~at a base rate plus a margin based on the total leverage ratio. The ~~net~~Revolving ~~impact~~Credit Facility is expected to finance the repayment of ~~these~~the ~~factors~~Senior ~~resulted~~Secured inLoan, apay ~~2.7~~fees, ~~percentage~~commissions ~~point~~and ~~improvement~~expenses incurred in connection with the ~~casino~~revolving ~~operating~~credit ~~margin~~facility ~~for~~and finance ongoing working capital requirements and other general business purposes of the ~~year~~Company. No ~~ended~~assurance ~~December 31,~~can ~~2014~~be asgiven ~~compared~~that tothe Company and Wells Fargo will complete the ~~year~~loan ~~ended~~documents ~~December 31,~~for ~~2013~~the Revolving Credit Facility.

~~Casino~~Year ~~revenues~~Ending ~~decreased 12.0% to $47.5 million for the year ended~~ December 31, 2013, as compared to $53.9 million for the year ended December 31, 2012, primarily due to a decrease in slot revenue. Until November 1, 2012, Aliante Gaming was managed by New Station Casinos under the Station Casinos brand, during which time the casino had access to the Station Casinos database and participated in the Station Casinos corporate marketing programs. Effective November 1, 2012, Aliante Gaming became “self-managed” and no longer enjoyed the marketing benefits of the Station Casinos database of customers, or the Station Casinos marketing programs resulting in the decline in slot volume.2016

~~Food~~Our primary cash requirements for 2016 are expected to include approximately $3.0 million for maintenance capital expenditures and ~~Beverage~~$2.9 million for interest payments on indebtedness. We do not expect to pay dividends to the Common Unit Holders in 2016. We have no availability for borrowings under the Senior Secured Credit Facility and we had $17.8 million in cash and cash equivalents as of December 31, 2015.

~~Food~~In ~~and~~addition, ~~beverage~~in ~~revenues~~March 2015, ~~increased~~the ~~14.4%~~Board toof ~~$14.8 million~~Managers ~~for~~authorized a unit repurchase program under which the ~~year~~Company ~~ended~~may ~~December 31,~~repurchase ~~2014,~~units asup ~~compared~~to an aggregate cost not to exceed $~~12.9~~5 million ~~for~~in ~~the~~privately ~~year~~negotiated ~~ended~~transactions ~~December 31,~~to ~~2013,~~the ~~primarily~~extent asmanagement abelieves ~~result~~the ofunits ~~the~~are ~~addition~~reasonably ofpriced ~~the~~and ~~Farm~~such ~~24/7~~repurchases ~~restaurant~~appear ~~which~~to ~~opened~~be inan ~~November 2013.~~attractive ~~Food~~use of available capital and ~~beverage~~in ~~expenses~~the ~~increased~~best ~~6.2%~~interest toof ~~$12~~unit holders.3 ~~million~~No ~~for~~such unit repurchases took place during the year ~~ended~~ending December 31, ~~2014~~2015. asThe ~~compared~~price toand ~~the~~timing ~~year~~of ~~ended~~any ~~December 31,~~purchases ~~2013,~~of ~~primarily~~units aswill adepend ~~result~~on factors such as levels of ~~increased~~cash ~~food~~generated ~~costs~~from ~~associated~~operations, ~~with~~cash ~~increased~~requirements ~~sales.~~for ~~The~~capital ~~net~~projects ~~impact~~and ofeconomic and market conditions.

21Cash Flows Summary

~~Table~~The offollowing ~~Contents~~table summarizes our historical cash flows (in thousands):

these factors resulted in a 6.5 percentage point improvement in the food and beverage operating margin for the year ended December 31, 2014 as compared to the year ended December 31, 2013.

	Year Ended December 31, 2015			Year Ended December 31, 2014			Year Ended December 31, 2013
Net cash provided by operating activities	$	18,933		$	8,364		$	2,708
Net cash used in investing activities		(4,900	)		(2,282	)		(3,167	)
Net cash used in financing activities		(10,076	)		(2,044	)		(967	)
Net increase (decrease) in cash and cash equivalents	$	3,957		$	4,038		$	(1,426	)

For the year ended December 31, 2013, food and beverage revenues decreased 2.6% to $12.9 million as compared to $13.3 million for the year ending December 31, 2012, primarily due to a decrease in visitation associated with the decline in slot volume. Food and beverage expenses increased by 15.6%, or $1.6 million, for the year ended December 31, 2013 due to certain one-time costs associated with the transition of the Company’s food and beverage outlets away from Station Casinos branded restaurants and the unavailability of volume purchase discounts previously enjoyed while the Company was managed by New Station.23

Table Of Contents

~~Room.~~Year ~~The~~Ended ~~following~~December 31, ~~table shows key information about hotel operations:~~2015

	Year Ended			Year Ended					Year Ended
	December 31,			December 31,			Percent		December 31,			Percent
	2014			2013			Change		2012			Change
Occupancy	87		%	82		%	5	%	86		%	(4	)%
Average daily rate	$	89		$	86		2.9	%	$	83		3.7	%
Revenue per available room	$	77		$	71		9.1	%	$	72		(1.9	)%

For the year ended December 31, 2015, cash provided by operating activities increased by approximately 126.4%. The increase is primarily related to the increase in operating income. The $4.9 million of cash used in investing activities is primarily related to the addition of capital equipment; and the $10.1 million of cash used in financing activities is primarily related to principal payments on debt.

~~Room revenue~~Year ~~includes~~Ended ~~income from hotel room sales, meeting room rentals and revenue from spa operations. Room revenues increased by 15.4% to $6.1 million for the year ended~~ December 31, 2014 as compared to $5.3 million for the year ended December 31, 2013. The increase in room revenues is attributable to more room nights sold and an increase in average daily rate. Room expenses increased by 14.3% to $2.9 million for the year ended December 31, 2014 as compared to $2.5 million for the year ended December 31, 2013 mainly due to increased wages and laundry costs.

~~Room revenues~~For ~~decreased by 11.9% to $5.3 million for~~ the year ended December 31, ~~2013~~2014, asthe ~~compared to~~ $68.04 million ~~for~~of ~~the~~cash ~~year~~provided ~~ended~~by ~~December 31,~~operating ~~2012.~~activities ~~The $0.7 million decrease~~ is primarily asrelated ato ~~result~~the ofincrease ~~decrease~~ in ~~room~~operating ~~product~~income; ~~demand from~~ the ~~travel and leisure segments~~$2.3 ~~Occupancy~~million ~~declined~~of ~~from~~cash ~~86%~~used in ~~the~~investing ~~year~~activities ~~ended~~is ~~December 31,~~primarily ~~2012~~related to ~~82% in~~ the ~~year~~addition ~~ended~~of ~~December 31,~~capital ~~2013.~~equipment; ~~Room expenses~~and ~~increased~~the ~~17.1% to~~ $2.50 million, ~~for~~of ~~the~~cash ~~year~~used ~~ended~~in ~~2013,~~financing asactivities ~~compared~~is toprimarily ~~$2.1~~related ~~for the year ended December 31, 2012 due~~ to ~~increases~~principal inpayments ~~the~~on ~~cost of room amenities, linens and laundry, plus the addition of a reservations department~~debt.

~~Other Revenues and Expenses~~Inflation

~~Other~~We ~~revenues~~do ~~primarily~~not ~~include~~believe ~~income~~that ~~from~~inflation ~~leased~~has ~~outlets,~~had ~~the~~a ~~gift~~significant ~~shop,~~impact ~~the~~on ~~call~~our ~~center and entertainment. Other~~ revenues, ~~increased~~results byof ~~$0.1~~operations ~~million,~~ or ~~4.6%,~~cash ~~for~~flows ~~the year ended December 31, 2014 as compared to the year ended December 31, 2013 mainly due to increased sales~~ in the ~~gift~~last ~~shop~~three ~~resulting~~fiscal ~~from an increase in patron visits~~years. Other expenses increased by 2.8% to $1.5 million for the year ended December 31, 2014 as compared to $1.4 million for the year ended December 31, 2013 mainly due to an increase in fees paid to entertainers.

~~Other~~Off ~~revenues~~Balance ~~did~~Sheet not vary significantly during the three year period ended December 31, 2014. Other expenses increased by $90,000 for the year ended December 31, 2013, as compared to the year ended December 31, 2012, due to the establishment of a call center following the termination of the management agreement with New Station.Arrangements

~~Selling~~As of December 31, ~~General~~2015, ~~and~~we ~~Administrative~~did ~~(“SG&A”)~~not have any off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~SG&A~~Contractual expenses remained relatively flat for the year ended December 31, 2014 as compared to the year ended December 31, 2013. SG&A expenses decreased 16.7% to $21.4 million for the year ended December 31, 2013, as compared to $25.7 million for the year ended December 31, 2012, primarily due to a decrease in amounts expended in 2013 to transition away from New Station following the termination of the management agreement with New Station.Obligations

~~Adjusted~~The ~~EBITDAM.~~following table summarizes our contractual obligations and commitments (in thousands):

Adjusted EBITDAM increased 126.1% to $10.1 million for the year ended December 31, 2014 as compared to December 31, 2013, and decreased 48.2% to $4.5 million for the year ended December 31, 2013 as compared to December 31, 2012, as a result of the factors discussed above for casino, food and beverage, room, other revenues and expenses and SG&A.

	Payments Due by Period
	Total		Less than 1 year		2 - 3 years		4 - 5 years		More than 5 years
Contractual obligations:
Senior Secured Credit Facility (a)	$	48,543	$	—	$	48,543		—	$	—
Interest payments on Senior Secured Credit Facility (b)		8,259		2,921		5,338		—		—
Other debt (c)		675		81		176		197		221
Interest payments on other debt (d)		156		38		61		40		17
Total contractual obligations	$	57,632	$	3,040	$	54,118	$	237	$	238

22(a) Amounts represent the principal amount outstanding as of December 31, 2015, payable on the maturity date which shall be the earlier of November 1, 2018 or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility.

~~Table~~(b) The amounts shown represent interest at a rate of ~~Contents~~6% per annum, which interest will be payable in cash quarterly in arrears. The outstanding principal amount of the Senior Secured Loans and all accrued and unpaid interest thereon will be payable on the maturity date, which shall be the earlier of November 1, 2018 or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility.

~~Depreciation~~(c) Other debt includes principal payments on equipment financing and ~~Amortization~~special improvement district assessment.

~~Depreciation~~(d) ~~and~~Includes ~~amortization~~interest ~~increased~~payments 7.2% to $5.0 million for the year ended December 31, 2014, as compared to $4.7 million for the year ended December 31, 2013 as a result of additional depreciation of 2014 capital expenditures and additional depreciation on ~~capital~~special ~~assets~~improvement ~~acquired~~district ~~at the end of 2013 and 2012 in support of the transition away from management by New Station~~assessment.

~~Operating~~Critical ~~Income.~~Accounting Policies

AsThe apreparation ~~result~~ of our financial statements requires management to adopt accounting policies and make estimates and assumptions that affect the ~~factors~~reported ~~discussed~~amounts ~~above~~of assets, ~~the~~liabilities, ~~operating~~revenues ~~income~~and ~~for~~expenses, and related disclosure of contingent assets and liabilities. We prepare our financial statements in conformity with accounting principles generally accepted in the ~~year~~United ~~ended~~States ~~December 31,~~of ~~2014~~America. ~~was~~Our $5business and industry is highly regulated.3 ~~million~~The asmajority ~~compared~~of our revenue is cash-based and therefore is not subject to $1any ~~thousand~~significant ~~for~~or ~~the~~complex ~~year~~estimation ~~ended~~procedures. ~~December 31,~~A ~~2013~~description of our accounting policies can be found in our financial statements which are included elsewhere in this Annual Report on Form 10-K.

~~Interest Expense.~~24

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~~Our~~We ~~outstanding~~have ~~principal~~determined ~~indebtedness~~that at December 31, 2014, excluding unamortized debt discount of $8.0 million was approximately $59.3 million compared to approximately $58.5 million, excluding unamortized debt discount of $8.3 million as of December 31, 2013. Interest expense related to our Senior Secured Credit Facility approximated $4.6 million for the ~~year~~following ~~ended~~accounting ~~December 31,~~policies 2014. The Senior Secured Loans bear interest at a rate to be elected by Aliante Gaming, such rate being either (i) 10% per annum, which interest will be added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans, or (ii) 6% per annum, which interest will be payable in cash quarterly in arrears. The Company elected to begin paying cash interest effective June 30, 2014. The Company paid $1.8 million in cash interest related toestimates ~~the~~are ~~Senior~~critical ~~Secured Credit Facility during the year-ended December 31, 2014. Interest expense decreased by approximately $207,000 for the year ended 2013 as compared~~ to the ~~year~~preparation ~~ended 2014 mainly due to interest expense not being added to the outstanding principle balance~~ of ~~the~~our ~~Senior~~financial ~~Secured Debt and the interest rate decreasing from 10% per annum to 6% per annum effective June 30, 2014.~~statements:

~~Net~~Property ~~Income~~and ~~(Loss).~~Equipment

AsProperty aand ~~result~~equipment ofare initially recorded at cost. Depreciation and amortization are computed using the ~~factors~~straight-line ~~discussed~~method ~~above,~~over ~~net~~the ~~income~~estimated ~~was~~useful ~~$0.2~~lives ~~million~~of ~~for~~the assets or the ~~year~~terms ~~ended~~of ~~December 31~~the capitalized lease, ~~2014~~whichever asis ~~compared~~less, tobeginning athe ~~net~~month ~~loss~~after ofthe $5respective assets are placed in service.3 ~~million~~Costs ~~for~~of ~~the~~major ~~year~~improvements ~~ended~~are ~~December 31~~capitalized, ~~2013~~while costs of normal repairs and maintenance are charged to expense as incurred.

~~Liquidity~~We make estimates and ~~Capital~~assumptions ~~Resources~~when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. Our depreciation expense is highly dependent on the assumptions made about the assets estimated useful lives. We determine the estimated useful lives based on experience with similar assets, engineering studies and our estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.

~~Our~~Intangible cash flows will be affected by a variety of factors, many of which are outside of our control, including recovery of the local gaming market, recovery of the housing market and community surrounding the Casino, competition and other general business conditions. We believe that our available cash and cash flows from our operations will provide sufficient liquidity to fund our cash requirements and capital expenditures for 2015, see “Risk Factors — We have limited liquidity and capital resources and may be unable to generate sufficient cash flows to finance all operating expenses, working capital needs and capital expenditures.” We expect to fund future capital expenditures for maintenance of the Casino through cash generated from our operating activities and we expect that we will generate sufficient income and liquidity to meet all of our liquidity requirements and other obligations. Our results for future periods are subject to numerous uncertainties which may result in liquidity problems, which could in turn affect our ability to meet our obligations while attempting to meet competitive pressures or adverse economic conditions.Assets

~~Senior~~We ~~Secured~~account ~~Credit~~for ~~Facility~~intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC Topic 350”). Our finite-lived intangible assets include trademark and customer relationship intangibles. Finite-lived intangible assets are amortized over their estimated useful lives which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically evaluates the remaining useful lives of these intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. Management reviews our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

OnImpairment ~~November 1, 2011, the Company and Aliante Gaming entered into the Senior Secured Credit Facility, which provided for $45.0 million in principal amount~~ of ~~Senior~~Long-Lived Secured Loans, which were deemed made on the same date without any funding being provided. The Senior Secured Credit Facility represented an already outstanding obligation of Aliante Gaming as of November 1, 2011 and provided for interest to be paid at a rate to be elected by Aliante Gaming, such rate being either (i) 10% per annum, payable in kind and added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans, or (ii) 6% per annum, which interest will be payable in cash quarterly in arrears. Effective June 30, 2014 Aliante Gaming elected the cash interest payment option with accrued interest being payable in kind through June 30, 2014. As a result of accruing interest through June 30, 2014, the principal outstanding balance as of December 31, 2014 and December 31, 2013 was $58.5 million and $55.7 million, respectively. The Company paid cash interest during for the year ended December 31, 2014 of $1.8 million. There is currently no availability for borrowings under the Senior Secured Credit Facility. The outstanding principal amount of the Senior Secured Loans and all accrued and unpaid interest thereon will be payable on the maturity date, which will be the earlier of November 1, 2018 or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility. The Senior Secured Loans may be prepaid in certain minimum amounts without the payment of any prepayment premium or fee.Assets

23We evaluate our long-lived assets including property and equipment, finite-lived intangible assets and other long-lived assets for impairment in accordance with the accounting guidance in the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360-10, Property, Plant and Equipment. Assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the estimated future cash flows of the asset, on an undiscounted basis, to its carrying value. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model or market comparables, when available. For assets to be disposed of, we recognize the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value of assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

~~Table~~Inherent in the calculation of ~~Contents~~fair values are various estimates. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If our ongoing estimates of future cash flows are not met, we may have to record impairment charges in future accounting periods. Our estimates of cash flows are based on the current regulatory, political and economic climates, recent operating information and budgets of the Casino. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting various forms of travel and access to the Casino.

~~The~~Player ~~Senior~~Reward Secured Credit Facility is guaranteed by the Company and by each domestic wholly owned subsidiary of Aliante Gaming and is secured by a first-priority (a) pledge of 100% of the Company’s equity interest in Aliante Gaming, (b) pledge of 100% of the equity interests in Aliante Gaming’s domestic subsidiaries (if any) and 65% of the equity interests of Aliante Gaming’s “first-tier” foreign subsidiaries (if any) and (c) security interest in substantially all of Aliante Gaming’s tangible and intangible assets, as well as those of each subsidiary guarantor (if any), in each case, other than any assets that may not be pledged pursuant to applicable gaming laws and subject to customary exceptions. The Senior Secured Credit Facility includes various covenants and mandatory prepayments which are customary for similar types of financings and does not contain any financial maintenance covenants.Program

InThe ~~establishing~~Casino’s ~~the~~player ~~amortization~~reward ~~of the debt discount on its Senior Secured Loans in November 2011~~program, ~~the~~or ~~Company expected that it would elect the cash interest payment option beginning in the first quarter of 2013. During the first quarter of 2013~~Program, ~~this~~allows ~~was~~participants ~~subsequently revised~~ to ~~assume~~redeem ~~cash~~points ~~interest~~earned ~~payments~~from ~~would~~their ~~begin~~gaming ~~during~~activity ~~the~~for ~~second~~complimentary ~~quarter~~slot ofplay, ~~2013.~~food, ~~During~~beverages, ~~the~~hotel ~~second~~rooms, ~~quarter~~movie ofpasses, ~~2013~~entertainment ~~the Company further evaluated the date it would commence the cash interest payment option~~tickets, ~~determining~~spa ~~the~~treatments ~~Company~~or ~~would~~merchandise ~~instead~~from ~~elect~~gift ~~to defer the cash interest option until contractually required to do so beginning in November 2014~~shops. ~~During~~Under the ~~second quarter of 2014~~Program, ~~this~~participants ~~was~~may ~~subsequently~~accumulate ~~revised~~points toover ~~assume~~time ~~cash~~that ~~interest~~can ~~payments~~be ~~would~~redeemed ~~begin~~at ~~with~~their ~~the~~discretion ~~interest~~under ~~period commencing on June 30, 2014. As a result of this change in~~ the ~~expected~~terms ~~method~~ of ~~payment,~~ the ~~Company~~Program. ~~recorded~~At ~~an adjustment to its accrual during~~ the ~~second~~time ~~quarter~~points ofare ~~2013~~redeemed tofor ~~increase~~complimentaries ~~interest~~under ~~expense by $0.5 million using~~ the ~~retrospective~~Program, ~~approach. During~~ the ~~second~~retail ~~quarter~~value ofis ~~2014, the company~~ recorded anas ~~adjustment~~revenue inwith ~~its~~a ~~accrual~~corresponding tooffsetting ~~decrease~~amount ~~interest~~included ~~expense~~in bypromotional $0allowances.2 ~~million. Under~~The ~~the retrospective approach, a new effective interest rate is computed to reflect the modified~~ estimated ~~cash~~departmental ~~flows~~costs asof ifproviding such ~~modified~~promotional ~~cash~~allowances ~~flows~~are ~~were~~included ~~known~~in atcasino ~~inception.~~costs ~~The~~and ~~carrying~~expenses ~~amount~~on isour ~~adjusted~~statements toof ~~reflect the amount that would have been presented had the adjusted effective rate have been applied since inception~~operations.

~~Year~~We ~~Ending~~record ~~December 31~~a liability for the estimated cost of the outstanding points under the Program that we believe will ultimately be redeemed. The estimated cost of the outstanding points under the Program is calculated based on the total number of points earned but not yet achieving necessary redemption levels, ~~2015~~converted to a redemption value, times the average cost. The redemption value is estimated based on the average number of points needed to redeem for rewards. The average cost is the incremental direct departmental cost for which the points are anticipated to be redeemed. We record the estimated cost of points expected to be redeemed for free slot play under the Program as a reduction of casino revenue. When calculating the average cost we use historical point redemption patterns to determine the redemption distribution between gaming, food, beverage, rooms, entertainment and merchandise, as well as estimated breakage.

Our primary cash requirements for 2015 are expected to include approximately $5.3 million for maintenance capital expenditures and $3.5 million for interest payments on indebtedness. In addition, in March 2015, the Board of Managers authorized a unit repurchase program under which the Company may repurchase units up to an aggregate cost not to exceed $5 million in privately negotiated transactions to the extent management believes the units are reasonably priced and such repurchases appear to be an attractive use of available capital and in the best interest of unit holders. The price and timing of any purchases of units will depend on factors such as levels of cash generated from operations, cash requirements for capital projects and economic and market conditions. We do not expect to pay dividends to the Common Unit Holders in 2015. We have no availability for borrowings under the Senior Secured Credit Facility and we had $13.9 million in cash and cash equivalents as of December 31, 2014. Approximately one third of our cash is used on the casino floor with the other two thirds reserved for other general purposes.25

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~~Cash~~Income ~~Flows Summary~~Taxes

~~The~~We ~~following~~are ~~table~~a ~~summarizes~~limited ~~our~~liability ~~historical~~company ~~cash~~disregarded ~~flows~~as (an entity separate from its owners for income tax purposes and as such, are a pass-through entity and not liable for income tax in ~~thousands):~~the jurisdiction in which we operate. As a result, no provision for income taxes has been made in our financial statements.

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
Net cash provided by operating activities	$	8,364		$	2,708		$	7,586
Net cash used in investing activities	(2,282		)	(3,167		)	(4,953		)
Net cash used in financing activities	(2,044		)	(967		)	(940		)
Net increase (decrease) in cash and cash equivalents	$	4,038		$	(1,426	)	$	1,693

Recently Issued Accounting Standards

~~Year~~In ~~Ended~~May 2014, the FASB issued a new accounting standard for revenue recognition which requires entities to recognize revenue when it transfers promised goods or services to customers, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 31 15, ~~2014~~2017. Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. Management is currently assessing the impact of the adoption of this accounting pronouncement on the Company’s condensed consolidated financial statements in future periods.

~~For~~In August 2014, the ~~year~~FASB ~~ended~~issued ~~December~~ASU No. 312014-15, Presentation of Financial Statements — Going Concern — Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern (Subtopic 205-40). ASU No. 2014-15 requires management to provide an interim and annual assessment concerning an entity’s ability to continue as a going concern, ~~the~~and $8also requires disclosures under certain circumstances.4 ASU ~~million~~No. 2014-15 ofis ~~cash~~effective ~~provided~~for byfiscal ~~operating~~years ~~activities~~beginning after December 15, 2016, and for annual periods and interim periods thereafter. Early application is ~~primarily~~permitted. It ~~related~~is currently management’s intent to ~~the~~adopt ~~increase~~this inaccounting ~~operating~~pronouncement ~~income;~~upon the $2effective date.3 ~~million~~On ofApril 1, ~~cash~~2015, ~~used~~the inFASB ~~investing~~proposed ~~activities~~deferring isthe ~~primarily~~effective ~~related~~date of ASU No. 2014-15 by one year to ~~the~~December 15, ~~addition~~2017 offor ~~capital~~annual ~~equipment;~~reporting ~~and~~periods ~~the~~beginning $2after that date.0 The ~~million~~FASB also proposed permitting early adoption of ~~cash~~the ~~used~~standard, inbut ~~financing~~not ~~activities~~before the original effective of December 31, 2016. Management is ~~primarily~~currently ~~related~~assessing tothe ~~principal~~impact ~~payments~~of the adoption of this accounting pronouncement on ~~debt~~the Company’s consolidated financial statements in future periods.

~~Year~~In ~~Ended~~April 2015, the FASB issued amended accounting guidance that changes the balance sheet presentation of debt issuance costs. Under the amended guidance, debt issuance costs will be presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. For public companies, the new guidance is effective for financial statements issued for fiscal years beginning after December 31 15, ~~2013~~2015 (including interim periods within those fiscal years), and is required to be applied on a retrospective basis. Early adoption is permitted. Management is currently assessing the impact of the adoption of this accounting pronouncement on the Company’s condensed consolidated financial statements in future periods.

~~For~~In July 2015, the ~~year~~FASB ~~ended~~issued ~~December~~ASU No. 312015-11, ~~2013,~~Simplifying the ~~$2.7~~Measurement ~~million~~ of ~~cash~~Inventory. ~~provided~~ASU by2015-11 ~~operating~~simplifies ~~activities~~the issubsequent ~~primarily~~measurement ~~related~~of toinventory by replacing the ~~increase~~lower inof ~~operating~~cost ~~income;~~or ~~the~~market ~~$3.2~~test ~~million~~with a lower of ~~cash~~cost ~~used~~and innet ~~investing~~realizable ~~activities~~value istest. ~~primarily~~The ~~related~~guidance applies only to ~~the~~inventories ~~addition~~for ofwhich ~~capital~~cost ~~equipment;~~is determined by methods other than last-in first-out and the $1retail inventory method.0 ~~million~~The ofguidance ~~cash~~is ~~used~~effective infor ~~financing~~public ~~activities~~business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is ~~primarily~~permitted. ~~related~~It is currently management’s intent to ~~principal~~adopt ~~payments~~this onaccounting ~~debt~~pronouncement upon the effective date.

24No other new accounting pronouncements issued or effective during this period have or are expected to have a material impact on the Company’s financial position or results of operations.

~~Table~~A variety of ~~Contents~~proposed or otherwise potential accounting standards are currently under review and 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 any such proposed or revised standards would have on our consolidated financial statements.

~~Inflation~~26

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WeITEM 7A. QUANTITATIVE doAND ~~not~~QUALITATIVE ~~believe~~DISCLOSURES ~~that~~ABOUT ~~inflation~~MARKET ~~has had a significant impact on our revenues, results of operations or cash flows in the last three fiscal years.~~RISK

~~Off~~Market ~~Balance~~risk ~~Sheet~~is ~~Arrangements~~the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We are not subject to market risk only with respect to interest rates on outstanding debt as all of our outstanding debt as of December 31, 2015 bears interest at fixed interest rates. As of December 31, 2015, we had principal amounts outstanding of $48.5 million in Senior Secured Loans at a fixed interest rate of 6% per annum and approximately $0.7 million in interest bearing debt at a fixed interest rate of 5.8% per annum. However, if additional debt is incurred to refinance the Senior Secured Loans, or otherwise, future earnings and cash flow may be affected by changes in interest rates.

AsITEM of8. ~~December 31,~~FINANCIAL ~~2014,~~STATEMENTS weAND ~~did~~SUPPLEMENTARY not have any off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.DATA

~~Contractual~~The ~~Obligations~~financial statements and schedules listed in Item 15 are included in this Annual Report on Form 10-K beginning on page F-1.

~~The~~ITEM ~~following~~9. ~~table~~CHANGES ~~summarizes~~IN ~~our~~AND ~~contractual~~DISAGREEMENTS ~~obligations~~WITH ~~and~~ACCOUNTANTS ~~commitments~~ON ~~(in~~ACCOUNTING ~~thousands):~~AND FINANCIAL DISCLOSURE

	Payments Due by Period
	Total		Less than 1 year		1 - 2 years		3 - 4 years		More than 4 years
Contractual obligations:
Senior Secured Credit Facility (a)	$	58,543	$	—	$	—	58,543		$	—
Interest payments on Senior Secured Credit Facility (b)	13,474		3,513		7,035		2,926		—
Other debt (c)	751		76		166		186		323
Interest payments on other debt (d)	198		42		71		51		34
Total contractual obligations	$	72,966	$	3,631	$	7,272	$	61,706	$	357

None.

~~(a) Amounts~~ITEM ~~represent~~9A. ~~the~~CONTROLS ~~principal~~AND amount outstanding as of December 31, 2014, payable on the maturity date which shall be the earlier of November 1, 2018 or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility.PROCEDURES

~~(b) The~~Disclosure ~~amounts~~Controls ~~shown represent interest at a rate of 6% per annum, which interest will be payable in cash quarterly in arrears. The outstanding principal amount of the Senior Secured Loans~~ and all accrued and unpaid interest thereon will be payable on the maturity date, which shall be the earlier of November 1, 2018 or the acceleration of the Senior Secured Loans in accordance with the terms of the Senior Secured Credit Facility.Procedures

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of its Chief Executive Officer (cprincipal executive officer) ~~Other~~ ~~debt~~and ~~includes~~Chief Financial Officer (principal ~~payments~~financial onofficer), ~~equipment~~of ~~financing~~the effectiveness of the Company’s disclosure controls and ~~special~~procedures ~~improvement~~(as ~~district~~defined ~~assessment~~in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). The design of any system of control is based in part upon certain assumptions about the likelihood of future events, and we cannot provide assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Company in reports that it files, or submits, under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer to allow timely decisions regarding required disclosure. The evaluation conducted did not include an evaluation of the Predecessor.

~~(d) Includes~~Management ~~interest~~Report ~~payments~~ on ~~special~~Internal ~~improvement~~Control ~~district~~Over ~~assessment.~~Financial Reporting

~~Critical~~The ~~Accounting~~management ~~Policies~~of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Managers regarding the preparation and fair presentation of published financial statements.

~~The~~All ~~preparation~~internal ofcontrol ~~our~~systems, ~~financial~~no ~~statements~~matter ~~requires~~how ~~management~~well ~~to adopt accounting policies and make estimates and assumptions that affect the reported amounts of assets~~designed, ~~liabilities,~~have ~~revenues~~inherent ~~and expenses~~limitations, ~~and~~including ~~related~~the ~~disclosure~~possibility of ~~contingent~~human ~~assets~~error and ~~liabilities. We prepare our financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~circumvention ~~States~~or overriding of ~~America~~controls. ~~Our~~Accordingly, ~~business~~even ~~and~~effective ~~industry~~internal iscontrols ~~highly~~can ~~regulated.~~provide ~~The~~only ~~majority~~reasonable ofassurances ~~our~~with ~~revenue~~respect ~~is cash-based and therefore is not subject~~ to ~~any~~financial ~~significant~~statement ~~or complex estimation procedures~~preparation. AFurther ~~description~~because of ~~our~~changes ~~accounting policies can be found~~ in ~~our~~conditions, ~~financial~~the ~~statements~~effectiveness ~~which~~of ~~are~~internal ~~included~~controls ~~elsewhere~~may invary ~~this~~over ~~Annual Report on Form 10-K~~time.

WeManagement ~~have~~assessed ~~determined~~the ~~that~~effectiveness of the ~~following~~Company’s ~~accounting~~internal ~~policies~~control ~~and~~over ~~related~~financial ~~estimates~~reporting ~~are~~as ~~critical~~of toDecember 31, 2015. In making this assessment, it used the ~~preparation~~criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated 1992 Framework. The Company is in the process of adopting the 2013 Framework. Based on our assessment we believe that, as of December 31, 2015, the Company’s internal control over financial ~~statements:~~reporting is effective based on those criteria.

~~Property~~This ~~and~~annual ~~Equipment~~report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to Item 308 of Regulation S-K under the Securities Act that permits the Company to provide only management’s report in this annual report.

Property and equipment are initially recorded at cost, other than fresh-start reporting adjustments which are recorded at fair value. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the terms of the capitalized lease, whichever is less, beginning the month after the respective assets are placed in service. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.27

Table Of Contents

WeChanges ~~make~~in ~~estimates~~Internal ~~and~~Control ~~assumptions~~Over ~~when~~Financial accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. Our depreciation expense is highly dependent on the assumptionsReporting

25There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Table~~ITEM of9B. ~~Contents~~OTHER INFORMATION

~~made about the assets estimated useful lives~~None. We determine the estimated useful lives based on experience with similar assets, engineering studies and our estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.

~~Intangible Assets~~28

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~~We account for intangible assets in accordance with ASC Topic 350,~~PART Intangibles - Goodwill and Other (“ASC Topic 350”). Our finite-lived intangible assets include trademark and customer relationship intangibles. Finite-lived intangible assets are amortized over their estimated useful lives which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically evaluates the remaining useful lives of these intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. Management reviews our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.III

~~Impairment~~ITEM of10. ~~Long-Lived~~DIRECTORS, ~~Assets~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

WeManagers ~~evaluate our long-lived assets including property~~ and ~~equipment,~~Executive finite-lived intangible assets and other long-lived assets for impairment in accordance with the accounting guidance in the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360-10, Property, Plant and Equipment. Assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the estimated future cash flows of the asset, on an undiscounted basis, to its carrying value. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model or market comparables, when available. For assets to be disposed of, we recognize the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value of assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model.Officers

~~Inherent~~Pursuant into the ~~calculation~~terms of ~~fair~~the ~~values~~Amended ~~are~~and ~~various~~Restated ~~estimates.~~Operating ~~Future~~Agreement ~~cash~~of ~~flow~~the ~~estimates~~Company ~~are,~~(the by“Operating ~~their nature~~Agreement”), ~~subjective~~our ~~and~~Board ~~actual~~of ~~results~~Managers ~~may~~is ~~differ~~comprised ~~materially~~of ~~from~~four ~~our~~members ~~estimates.~~designated Ifas ~~our~~follows: ~~ongoing~~(i) the ~~estimates~~three ofLenders ~~future~~who ~~cash flows~~ are ~~not~~a ~~met,~~holders weof ~~may~~greater ~~have~~than to10% ~~record~~of ~~impairment~~our ~~charges~~Common inUnits ~~future~~are ~~accounting~~each ~~periods.~~entitled ~~Our~~to ~~estimates~~designate ofone ~~cash~~individual ~~flows~~to ~~are~~serve ~~based~~ on the ~~current~~Board ~~regulatory,~~of ~~political~~Managers; and ~~economic~~(ii) the ~~climates,~~Lenders ~~recent~~who ~~operating~~are ~~information~~holders ~~and budgets~~ of ~~the~~less ~~Casino.~~than ~~These~~10% ~~estimates~~of ~~could~~our beCommon ~~negatively~~Units ~~impacted~~are byentitled ~~changes~~to invote ~~federal,~~as ~~state~~a orgroup ~~local~~on ~~regulations,~~the ~~economic~~election ~~downturns,~~of orone ~~other~~individual ~~events~~to ~~affecting~~serve ~~various~~on ~~forms~~the Board of ~~travel and access to the Casino~~Managers.

~~Player~~In ~~Reward~~accordance ~~Program~~with the terms of the Operating Agreement, the Board of Managers may appoint executive officers at any time. Our current officers are Soohyung Kim, as Chief Executive Officer and Secretary , Ellis Landau, as President and Treasurer , and Robert Schaffhauser, as Chief Financial Officer.

The ~~Casino’s~~following ~~player~~table ~~reward~~sets ~~program,~~forth or Program, allows participants to redeem points earned from their gaming activity for complimentary slot play, food, beverages, hotel rooms, movie passes, entertainment tickets, spa treatments or merchandise from gift shops. Under the ~~Program,~~members ~~participants~~of ~~may accumulate points over time that can be redeemed at their discretion under~~ the ~~terms~~Board of ~~the~~Managers ~~Program.~~and Atexecutive ~~the~~officers ~~time~~of ~~points are redeemed for complimentaries under~~ the ~~Program,~~Company ~~the~~and ~~retail~~provides ~~value~~their isrespective ~~recorded~~ages asand ~~revenue~~positions with athe ~~corresponding offsetting amount included in promotional allowances~~Company. ~~The estimated departmental costs of providing such promotional allowances are included in casino costs and expenses on our statements of operations.~~

We record a liability for the estimated cost of the outstanding points under the Program that we believe will ultimately be redeemed. The estimated cost of the outstanding points under the Program is calculated based on the total number of points earned but not yet achieving necessary redemption levels, converted to a redemption value, times the average cost. The redemption value is estimated based on the average number of points needed to redeem for rewards. The average cost is the incremental direct departmental cost for which the points are anticipated to be redeemed. When calculating the average cost we use historical point redemption patterns to determine the redemption distribution between gaming, food, beverage, rooms, entertainment and merchandise, as well as estimated breakage.

Name	Age	Position
Soohyung Kim	41	Manager, Chief Executive Officer and Secretary
Ellis Landau	72	Manager, President and Treasurer
Eugene I. Davis	61	Manager
Charles Atwood	67	Manager
Robert Schaffhauser	69	Chief Financial Officer

~~Income~~Set ~~Taxes~~forth below is a description of the backgrounds, including business experience, for each member of the Board of Managers and executive officers of the Company as of March 28, 2016.

WeSoohyung ~~are~~Kim. aOn ~~limited~~November 1, ~~liability~~2011, ~~company~~Mr. Kim ~~disregarded~~was appointed to the Company’s Board of Managers in accordance with the terms of the Operating Agreement. In addition, on November 1, 2011, the Board of Managers appointed Mr. Kim as anChief ~~entity~~Executive ~~separate~~Officer ~~from~~and ~~its~~Secretary. ~~owners~~Mr. Kim ~~for~~is ~~income~~the ~~tax~~Managing ~~purposes~~Partner of Standard General, a New York-based investment manager. Mr. Kim was formerly Director of Research and asFounding ~~such~~Partner of Cyrus Capital Partners. Prior to that, ~~are~~he was a ~~pass~~Principal at Och-~~through~~Ziff ~~entity~~Capital ~~and~~Management ~~not~~where ~~liable~~he ~~for~~helped launch its fixed income ~~tax~~business. inMr. Kim is a member of the ~~jurisdiction~~Board inof ~~which~~Directors weof ~~operate~~Media General Broadcasting. AsHe is also a ~~result,~~member noof ~~provision~~the Board of Directors of the following charities: Greenwich House, Coalition for ~~income~~Queens, ~~taxes~~Carey Institute of Ecosystem Studies and the Stuyvesant Alumni Association. He graduated with an A.B. from the Wilson School of Public and International Affairs at Princeton University. Mr. Kim brings to our Board of Managers his operating and leadership experience as Chief Investment Officer of an investment firm. Through his involvement with Standard General he has ~~been~~provided ~~made~~leadership to companies that have been in distressed and turn-around situations and are undergoing dramatic changes. He brings to our ~~financial~~Board ~~statements~~of Managers extensive experience in finance, business development, mergers and acquisitions, and business restructuring and integration.

~~Recently~~Ellis ~~Issued~~Landau. ~~Accounting~~On ~~Standards~~November 1, 2011, Mr. Landau was appointed to the Company’s Board of Managers in accordance with the terms of the Operating Agreement. On February 6, 2012, Mr. Landau was appointed President and Treasurer. In 2006, Mr. Landau retired as Executive Vice President and Chief Financial Officer of Boyd Gaming Corporation, a position he held since he joined the company in 1990. Mr. Landau previously worked for Ramada Inc., later known as Aztar Corporation, where he served as Vice President and Treasurer, as well as U-Haul International in Phoenix and the Securities and Exchange Commission in Washington, D.C. On December 1, 2014 Mr. Landau was appointed to the Board of Directors of Full House Resorts, a regional gaming company based in Las Vegas, Nevada. From 2007 to 2011, Mr. Landau was a member of the Board of Directors of Pinnacle Entertainment, Inc., a leading gaming company. He served as Chairman of the Audit Committee and as a member of its Nominating and Governance Committee, and on its Compliance Committee. In addition, Mr. Landau is active in non-profit organizations. He is a Member of the Las Vegas Regional Board of the Anti-Defamation League and a member of the National Executive Commission, the Budget Committee, a Trustee and Secretary of the ADL Foundation and he is a Member of the Board and serves as Treasurer of the Las Vegas Philharmonic and serves on the Board of Nathan Adelson Hospice, the only non-profit hospice in Las Vegas, Nevada. Mr. Landau is currently a member of the Board of Managers of Pricefalls, LLC, an early stage e-commerce company. In addition, Mr. Landau serves as a member of the Board of Directors of A-Mark Precious Metals Inc., a public, full service precious metals trading company based in Santa Monica, California. For A-Mark, he serves as Chairman of the Audit Committee and a member of the Compensation Committee. He received his Bachelor of Arts in economics from Brandeis University in 1965 and his M.B.A. in finance from Columbia University Business School in 1967. He served in the United States Army Reserve from 1967 to 1973. Mr. Landau has served as a member of the board of directors of a national gaming company and an executive officer of another gaming company bringing his experience in the industry to our Board of Managers. Mr. Landau has achieved success in the personal field and has demonstrated integrity and high personal and professional ethics, sound business judgment, and willingness to devote the time to his duties on our Board of Managers, in order to contribute to the Company’s overall corporate goals.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain29

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26Eugene I. Davis. On November 1, 2011, Mr. Davis was appointed to the Company’s Board of Managers in accordance with the terms of the Operating Agreement. Since 1999, Mr. Davis has served as Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting and hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Since forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and served as a Chief Executive Officer, Chief Restructuring Officer, Director, Committee Chairman and Chairman of the Board of a number of businesses operating in diverse sectors such as telecommunications, automotive, manufacturing, high-technology, medical technologies, metals, energy, financial services, consumer products and services, import-export, mining and transportation and logistics. Previously, Mr. Davis served as President, Vice Chairman and Director of Emerson Radio Corporation and Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc. He began his career as an attorney and international negotiator with Exxon Corporation and Standard Oil Company (Indiana) and as a partner in two Texas-based law firms, where he specialized in corporate/securities law, international transactions and restructuring advisory. Mr. Davis holds a bachelor’s degree from Columbia College, a master of international affairs degree (MIA) in international law and organization from the School of International Affairs of Columbia University, and a Juris Doctorate from Columbia University School of Law. Mr. Davis is also a director of Spectrum Brands, Inc., WMI Holdings Corp., and U.S. Concrete, Inc., Hercules Offshore, Inc. and Geno Shipping and Trading Limited. He is also a director of Trump Entertainment Resorts, Inc. and Harbinger Group, Inc. During the past five years, Mr. Davis has also been a director of Ambassadors International, Inc., American Commercial Lines Inc., Delta Airlines, Foamex International Inc., Dex One Corp., Footstar, Inc., Granite Broadcasting Corporation, GSI Group, Inc., Ion Media Networks, Inc., Knology, Inc., Media General, Inc., Mosaid Technologies, Inc., Ogelbay Norton Company, Orchid Cellmark, Inc., PRG-Schultz International Inc., Roomstore, Inc., Rural/Metro Corp., SeraCare Life Sciences, Inc., Silicon Graphics International, Smurfit-Stone Container Corporation, Solutia Inc., Spansion, Inc., Tipperary Corporation, Viskase, Inc. and YRC Worldwide, Inc.

~~Table~~Charles Atwood. On July 26, 2012, Mr. Atwood was appointed to the Company’s Board of ~~Contents~~Managers in accordance with the terms of the Operating Agreement. Mr. Atwood retired in December 2008 as Vice Chairman of the Board of Directors for Harrah’s Entertainment, Inc., now Caesars Entertainment, Inc. Mr. Atwood joined Harrah’s in 1979 and held numerous finance and development positions during his tenure. He was named Chief Financial Officer in 2001, joined Harrah’s Board of Directors in July 2005, and became Vice Chairman in 2006. On March 12, 2015 Mr. Atwood was elected to the Board of Directors of Pinnacle Entertainment, an owner, operator and developer of casinos and related hospitality and entertainment facilities. Mr. Atwood is the Lead Trustee of the Board of Trustees for Equity Residential, a REIT listed on the New York Stock Exchange. He is also a member of the board of directors of Gala Coral Group, a London-based company. Mr. Atwood received a Bachelor of Science Degree in Business Administration from the University of Southern Mississippi and a Masters of Business Administration Degree in Finance from Tulane University.

~~circumstances~~Robert Schaffhauser. ~~Substantial~~Mr. Schaffhauser ~~doubt~~was ~~about~~appointed anChief ~~entity’s~~Financial ~~ability~~Officer toon ~~continue~~March 7, as2013. aMr. Schaffhauser ~~going~~has ~~concern~~served ~~exists~~as ~~when~~the ~~relevant~~Chief ~~conditions~~Financial ~~and~~Officer ~~events,~~for ~~consolidated~~Aliante ~~in the aggregate~~Gaming, ~~indicate~~an ~~that~~affiliate itof isthe ~~probable~~Company, ~~that~~since anDecember 27, ~~entity~~2012. ~~will~~Prior beto ~~unable~~joining toAliante ~~meet~~Gaming, ~~its~~Mr. Schaffhauser ~~obligations~~served as ~~they~~the ~~become~~Executive ~~due~~Vice ~~within~~President-Finance ~~one~~and ~~year~~Principal ~~after~~Financial ~~the~~Officer ~~date~~for ~~that~~Colony ~~the~~Resorts ~~financial~~LVH ~~statements are issued. Currently~~Acquisitions, ~~there~~LLC is(d/b/a nothe ~~guidance~~Las inVegas ~~U.S.~~Hilton) ~~GAAP~~where for ~~management’s~~a ~~responsibility~~period toof ~~perform~~eight ~~an evaluation. Under the update~~years, ~~management’s~~he ~~evaluation~~was isresponsible tofor bebusiness ~~performed~~planning ~~when~~and ~~preparing~~administrative ~~financial~~functions ~~statements~~(including ~~for~~finance, ~~each~~legal, ~~annual~~human ~~and~~resources, ~~interim~~information ~~reporting~~technology ~~period~~ and ~~based~~purchasing). onMr. Schaffhauser, ~~relevant~~for ~~conditions~~a ~~and~~period ~~events~~of ~~that~~over ~~are~~eight ~~known~~years, ~~and~~also ~~reasonably~~served ~~knowable~~as ata ~~the~~senior ~~date that the~~ financial ~~statements~~officer ~~are~~for ~~issued.~~various ~~The~~affiliates ~~Company~~of ~~will~~Trump ~~adopt this standard effective January~~Hotels 1,& ~~2017~~Casinos. ~~The~~Mr. Schaffhauser ~~Company~~holds isa ~~currently~~bachelor ~~assessing~~degree ~~the~~in ~~impact~~Accounting ~~the~~from ~~adoption~~Rutgers ~~of this standard will have on its consolidated financial statements~~University.

~~In May~~Section ~~2014, the FASB issued an accounting standards update that amends the FASB Accounting Standards Codification and creates~~ 16(a new topic for Revenue from Contracts with Customers. The new guidance is expected to clarify the principles for revenue recognition and to develop a common revenue standard for U.S. GAAP applicable to revenue transactions. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also provides substantial revision of interim and annual disclosures. The update allows for either full retrospective adoption, meaning the guidance is applied for all periods presented, or modified retrospective adoption, meaning the guidance is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the guidance recognized at the date of initial application. The effective date for this update is for the annual and interim periods beginning after December) ~~15,~~Beneficial ~~2016.~~Ownership ~~Early~~Reporting application is not permitted. The Company will adopt this standard effective January 1, 2017. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements.Compliance

~~ITEM~~Section 16(a) of 7Athe Exchange Act requires the Company’s executive officers, members of the Board of Managers and Members who own more than 10% of the Company’s Common Units to file reports of ownership and reports of changes in ownership on Forms 3, 4 and 5 with the SEC. ~~QUANTITATIVE~~Executive ~~AND~~officers, ~~QUALITATIVE~~members ~~DISCLOSURES~~of ~~ABOUT~~the ~~MARKET~~Board ~~RISK~~of Managers and 10% stockholders are required by the SEC to furnish the Company with all Forms 3, 4 and 5 they file. To our knowledge, based solely on review of the copies of such reports furnished to us and written representations that no other reports were required during the past fiscal year, all Section 16(a) filing requirements applicable to our officers and managers were met.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We are not subject to market risk only with respect to interest rates on outstanding debt as all of our outstanding debt as of December 31, 2014 bears interest at fixed interest rates. As of December 31, 2014, we had principal amounts outstanding of $58.5 million in Senior Secured Loans at a fixed interest rate of 6% per annum and approximately $0.8 million in interest bearing debt at a fixed interest rate of 5.8% per annum. However, if additional debt is incurred to refinance the Senior Secured Loans, or otherwise, future earnings and cash flow may be affected by changes in interest rates.30

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~~ITEM~~Code 8.of ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Ethics

~~The~~We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our members of the Board of Managers, executive officers (including our principal executive officer and principal financial ~~statements~~officer) and ~~schedules~~employees. ~~listed~~The inCode ~~Item 15~~of Ethics and any waivers or amendments to the Code of Ethics are ~~included~~available into ~~this~~any ~~Annual~~person ~~Report~~without oncharge, ~~Form 10-K~~upon ~~beginning~~request ondirected ~~page F-1~~to the Company’s Secretary at 7300 Aliante Parkway, North Las Vegas, NV 89084.

~~ITEM~~Nominating ~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Committee

~~None~~Given our status as a privately-held company, we do not currently hold member meetings nor do we have a policy or procedures with respect to member recommendations for nominees to the Board of Managers. In addition, we do not currently have a policy with respect to considering and identifying Board of Manager nominees. There have been no material changes to the Company’s Operating Agreement which outlines the procedures by which the Members nominate individuals for the Board of Managers. All of the holders of our Common Units are parties to the Company’s Operating Agreement.

~~ITEM~~Audit ~~9A. CONTROLS AND PROCEDURES~~Committee

~~Disclosure~~Our ~~Controls~~Board of Managers does not have a separately designated standing audit committee (“Audit Committee”). Our entire Board of Managers is serving as our Audit Committee which is currently comprised of Soohyung Kim, Ellis Landau, Eugene I. Davis and ~~Procedures~~Charles Atwood. In light of the absence of a public trading market for our Common Units, our Board of Managers has not designated any member of the Audit Committee as an “audit committee financial expert”; however, each member would be considered an “audit committee financial expert” under applicable SEC rules and regulations and Mr. Davis and Mr. Atwood would be considered independent as independence is defined in Section 303A.02 of the listing standards of the New York Stock Exchange (the “NYSE”). Although we are not subject to the rules promulgated by the NYSE, we have used the independence requirements of the listing standards of the NYSE as a benchmark to determine whether our members of the Board of Managers would be independent. Mr. Kim and Mr. Landau would not be considered independent under the NYSE listing standards due to their positions as executive officers of the Company.

AsManager of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). The design of any system of control is based in part upon certain assumptions about the likelihood of future events, and we cannot provide assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Company in reports that it files, or submits, under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer to allow timely decisions regarding required disclosure. The evaluation conducted did not include an evaluation of the Predecessor.Independence

27Our Board of Managers is composed of Soohyung Kim, Ellis Landau, Eugene I. Davis and Charles Atwood. Though not formally considered by our Board of Managers because our Common Units are not traded on any national securities exchange, based upon the listing standards of the NYSE, we believe that Mr. Davis and Mr. Atwood would be considered independent as independence is defined in Section 303A.02 of the listing standards of the NYSE. Although we are not subject to the rules promulgated by the NYSE, we have used the independence requirements of the listing standards of the NYSE as a benchmark to determine whether our members of the Board of Managers would be independent. Mr. Kim and Mr. Landau would not be considered independent under the NYSE listing standards due to their positions as executive officers of the Company.

~~Table~~ITEM of11. ~~Contents~~EXECUTIVE COMPENSATION

~~Management~~Compensation ~~Report~~Discussion onand ~~Internal Control Over Financial Reporting~~Analysis

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Managers regarding the preparation and fair presentation of published financial statements.Overview

~~All~~The ~~internal~~Board ~~control~~of ~~systems,~~Managers nohas ~~matter~~the ~~how~~authority ~~well~~to appoint executive officers and fix their compensation in accordance with the terms of the Operating Agreement. The compensation of executive officers is designed, ~~have~~to ~~inherent~~provide ~~limitations,~~compensation ~~including~~that is competitive in the ~~possibility~~marketplace and to incentivize executive officers to increase our revenues and maximize value to our members. The Board of ~~human~~Managers ~~error~~does not delegate the authority to establish executive officer compensation to any other person and has not retained any compensation consultants to determine or recommend the ~~circumvention~~amount or ~~overriding~~form of ~~controls~~executive and director compensation. ~~Accordingly~~Instead, ~~even~~the ~~effective~~Board ~~internal~~of ~~controls~~Managers ~~can~~relies ~~provide~~on ~~only~~its ~~reasonable~~prior ~~assurances~~experience ~~with~~and ~~respect~~upon tothe ~~financial~~recommendations ~~statement~~of ~~preparation.~~its ~~Further~~Chief ~~because~~Executive ofOfficer ~~changes~~ in ~~conditions~~determining compensation for the Company’s executives. As of December 31, 2015, the ~~effectiveness~~executive officers of ~~internal~~the ~~controls~~Company, ~~may~~whom ~~vary~~we ~~over~~refer ~~time.~~to as our “Named Executive Officers” are:

~~Management~~● Soohyung ~~assessed the effectiveness of the Company’s internal control over financial reporting as of December 31~~Kim, ~~2014.~~Chief InExecutive ~~making~~Officer ~~this~~and assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated 1992 Framework. The Company is in the process of adopting the 2013 Framework. Based on our assessment we believe that, as of December 31, 2014, the Company’s internal control over financial reporting is effective based on those criteria.Secretary;

~~This~~● Ellis ~~annual~~Landau, ~~report~~President ~~does~~and ~~not~~Treasurer; include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to Item 308 of Regulation S-K under the Securities Act that permits the Company to provide only management’s report in this annual report.and

~~Changes~~● Robert inSchaffhauser, ~~Internal~~Chief ~~Control Over~~ Financial ~~Reporting~~Officer.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.31

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~~ITEM~~Compensation ~~9B.~~Philosophy ~~OTHER~~and ~~INFORMATION~~Objectives

~~None~~Our executive compensation philosophy is designed to attract and retain talented key executives, while supporting our key business objectives and maximizing value for our members. In setting the compensation of our Named Executive Officers, we evaluate the scope of their responsibilities and apply our general knowledge of compensation practices in the Las Vegas hotel and casino market. The amount and form of compensation paid to our Named Executive Officers is also determined by the position and anticipated duties and responsibilities of the officer within the organization. The primary components of our executive compensation are base salary and an annual cash bonus. Base salary and the annual cash bonus are determined based on job function and each executive’s contribution to our performance and achievement of our overall business objectives. However, in 2013, no bonuses were paid to our Named Executive Officers. In 2014 and 2015, Mr. Schaffhauser was the only named Executive Officer who earned a bonus. Mr. Schaffhauser earned a bonus in the amount of $125,120 for 2014 and $155,430 for 2015. The bonuses were paid in the first quarter of 2015 and 2016, respectively.

~~PART III~~Elements of Executive Compensation

~~ITEM~~Base ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Salary

~~Managers~~We view executive officer base salaries as a tool that provides executives with a reasonable base level of compensation relative to their duties and ~~Executive~~responsibilities. ~~Officers~~In setting base salaries the Company reviews salaries for comparable positions in the Las Vegas marketplace. The base salary for Mr. Schaffhauser was set in connection with the entry of an employment agreement by the Company with Mr. Schaffhauser. The base salary paid to Mr. Schaffhauser in 2015 and 2014 was$275,000 and $250,000 respectively. As of December 31, 2015, we have not entered into any agreements with Messrs. Kim and Landau and they currently receive no compensation for serving in their respective capacities as executive officers.

Pursuant to the terms of the Amended and Restated Operating Agreement of the Company (the “Operating Agreement”), our Board of Managers is comprised of four members designated as follows: (i) the three Lenders who are a holders of greater than 10% of our Common Units are each entitled to designate one individual to serve on the Board of Managers; and (ii) the Lenders who are holders of less than 10% of our Common Units are entitled to vote as a group on the election of one individual to serve on the Board of Managers.Bonus

In ~~accordance~~2014, ~~with~~ the ~~terms~~Company ofestablished ~~the~~an ~~Operating~~annual ~~Agreement~~cash bonus program to reward certain key employees, including Mr. Schaffhauser, for the ~~Board~~achievement of ~~Managers~~the ~~may~~Company’s ~~appoint~~overall ~~executive~~business ~~officers~~objectives. atThe ~~any~~Company ~~time. Our~~has ~~current~~paid ~~officers~~out ~~are~~$1.3 ~~Soohyung~~million ~~Kim,~~under asthe ~~Chief~~2014 ~~Executive~~cash ~~Officer~~bonus ~~and~~program. ~~Secretary~~Of this amount, ~~Ellis~~$0.4 ~~Landau,~~million aswas ~~President~~paid ~~and~~out ~~Treasurer~~in ,2014 and ~~Robert~~$0.9 ~~Schaffhauser,~~million aswas ~~Chief~~paid ~~Financial~~out ~~Officer~~in 2015.

The ~~following~~Company ~~table~~has ~~sets~~also ~~forth~~established ~~the~~a ~~members~~2015 cash bonus program. Qualifying key employees have received a cash bonus based upon an evaluation of the ~~Board~~key ofemployee’s ~~Managers~~performance and ~~executive~~upon ~~officers~~the achievement of the Company’s ~~and~~overall ~~provides~~business ~~their~~objectives. ~~respective~~The ~~ages~~Company ~~and~~has ~~positions~~paid ~~with~~out $1.7 million under the ~~Company~~2015 cash bonus program. Of this amount, $0.4 million was paid out in 2015 and $1.3 million was paid out in 2016.

Name	Age	Position
Soohyung Kim	40	Manager, Chief Executive Officer and Secretary
Ellis Landau	71	Manager, President and Treasurer
Eugene I. Davis	60	Manager
Charles Atwood	66	Manager
Robert Schaffhauser	68	Chief Financial Officer

Mr. Schaffhauser is the only named Executive Officer who participated in the 2014 and 2015 cash bonus programs.

28Executive Benefits and Perquisites

~~Table~~Mr. Schaffhauser, like our other employees, qualifies to participate in the Aliante Gaming 401(k) Retirement Plan, as well as group medical, dental, life and disability insurance programs that are offered to employees of ~~Contents~~Aliante Gaming. Messrs. Kim and Landau do not participate in the aforementioned plans as they are not engaged as employees of the Company or of Aliante Gaming.

~~Set forth below is a description of the backgrounds, including business experience, for each member of the Board of Managers and executive officers of the Company as of March 25, 2015.~~32

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~~Soohyung~~Summary ~~Kim.~~Compensation On November 1, 2011, Mr. Kim was appointed to the Company’s Board of Managers in accordance with the terms of the Operating Agreement. In addition, on November 1, 2011, the Board of Managers appointed Mr. Kim as Chief Executive Officer and Secretary. Mr. Kim is the Managing Partner of Standard General, a New York-based investment manager. Mr. Kim was formerly Director of Research and Founding Partner of Cyrus Capital Partners. Prior to that, he was a Principal at Och-Ziff Capital Management where he helped launch its fixed income business. Mr. Kim is a member of the Board of Directors of Media General Broadcasting. He is also a member of the Board of Directors of the following charities: Greenwich House, Coalition for Queens, Carey Institute of Ecosystem Studies and the Stuyvesant Alumni Association. He graduated with an A.B. from the Wilson School of Public and International Affairs at Princeton University. Mr. Kim brings to our Board of Managers his operating and leadership experience as Chief Investment Officer of an investment firm. Through his involvement with Standard General he has provided leadership to companies that have been in distressed and turn-around situations and are undergoing dramatic changes. He brings to our Board of Managers extensive experience in finance, business development, mergers and acquisitions, and business restructuring and integration.Table

Ellis Landau. On November 1, 2011, Mr. Landau was appointed to the Company’s Board of Managers in accordance with the terms of the Operating Agreement. On February 6, 2012, Mr. Landau was appointed President and Treasurer. In 2006, Mr. Landau retired as Executive Vice President and Chief Financial Officer of Boyd Gaming Corporation, a position he held since he joined the company in 1990. Mr. Landau previously worked for Ramada Inc., later known as Aztar Corporation, where he served as Vice President and Treasurer, as well as U-Haul International in Phoenix and the Securities and Exchange Commission in Washington, D.C. On December 1, 2014 Mr. Landau was appointed to the Board of Directors of Full House Resorts, a regional gaming company based in Las Vegas, Nevada. From 2007 to 2011, Mr. Landau was a member of the Board of Directors of Pinnacle Entertainment, Inc., a leading gaming company. He served as Chairman of the Audit Committee and as a member of its Nominating and Governance Committee, and on its Compliance Committee. In addition, Mr. Landau is active in non-profit organizations. He is the Chair of the Las Vegas Regional Board of the Anti-Defamation League and a member of the National Executive Commission, the Budget Committee, and a Trustee of the ADL Foundation and he is a Member of the Board and serves as Treasurer of the Las Vegas Philharmonic. He received his Bachelor of Arts in economics from Brandeis University in 1965 and his M.B.A. in finance from Columbia University Business School in 1967. He served in the United States Army Reserve from 1967 to 1973. Mr. Landau has served as a member of the board of directors of a national gaming company and an executive officer of another gaming company bringing his experience in the industry to our Board of Managers. Mr. Landau has achieved success in the personal field and has demonstrated integrity and high personal and professional ethics, sound business judgment, and willingness to devote the time to his duties on our Board of Managers, in order to contribute to the Company’s overall corporate goals. Mr. Landau is currently a member of the Board of Managers of Data Driven Delivery Systems, a private, early stage medical service and management company based in Las Vegas, Nevada. He serves as Chairman of the Audit Committee and member of the Standing Committee of that company. In addition, Mr. Landau serves as a member of the Board of Directors of A-Mark Precious Metals Inc., a public, full service precious metals trading company based in Santa Monica, California. For A-Mark he serves as Chairman of the Audit Committee and a member of the Compensation Committee.

Name and Principal Position	Year	Salary ($)		Annual Bonus ($)			All Other Compensation ($)		Total ($)
Soohyung Kim (1)	2015		—		—			—		—
Chief Executive Officer and Secretary	2014		—		—			—		—
	2013		—		—			—		—

Ellis Landau (2)	2015		—		—			—		—
President and Treasurer	2014		—		—			—		—
	2013		—		—			—		—

Robert Schaffhauser (3)	2015	$	275,000	$	155,430	(4)		—	$	430,430
Chief Financial Officer	2014		250,000		125,120	(4)		—		375,120
	2013		—		—			—		—

~~Eugene I. Davis. On November~~ (1,) ~~2011,~~ Mr. ~~Davis~~ Kim was appointed ~~to the Company’s Board of Managers in accordance with the terms of the Operating Agreement. Since 1999, Mr. Davis has served~~ as ~~Chairman and~~ Chief Executive Officer ~~of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger~~ and ~~acquisition~~Secretary consulting and hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Since forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and served as a Chief Executive Officer, Chief Restructuring Officer, Director, Committee Chairman and Chairman of the ~~Board~~Company ofon aNovember ~~number of businesses operating in diverse sectors such as telecommunications~~1, ~~automotive, manufacturing, high-technology, medical technologies, metals, energy, financial services, consumer products and services, import-export, mining and transportation and logistics~~2011. ~~Previously,~~ Mr. ~~Davis~~ ~~served~~Kim asis ~~President,~~an ~~Vice~~employee ~~Chairman and Director~~ of ~~Emerson Radio Corporation and Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc. He began his career as an attorney and international negotiator with Exxon Corporation and~~ Standard ~~Oil Company (Indiana) and as a partner in two Texas-based law firms, where he specialized in corporate/securities law, international transactions and restructuring advisory~~General. Mr. ~~Davis~~ ~~holds a bachelor~~Kim’s ~~degree~~customary ~~from~~duties ~~Columbia College~~include, aamong ~~master~~other ofthings, ~~international~~serving ~~affairs degree (MIA)~~ in ~~international~~management ~~law~~positions ~~and~~with ~~organization~~respect ~~from~~to ~~the~~portfolio ~~School~~companies ~~of International Affairs of Columbia University,~~ and acarrying ~~Juris~~out ~~Doctorate~~customary ~~from~~responsibilities ~~Columbia~~in ~~University~~connection ~~School~~with ofthose ~~Law~~roles. Mr. ~~Davis~~ isKim ~~also~~receives acompensation ~~director~~as ofan ~~Spectrum~~employee ~~Brands, Inc.,~~of ~~WMI~~Standard ~~Holdings~~General ~~Corp.,~~ and ~~U.S. Concrete, Inc. He~~ is ~~also~~not aseparately ~~director~~compensated ofin ~~Trump~~connection ~~Entertainment~~with ~~Resorts, Inc.~~services ~~and~~to ~~Harbinger Group, Inc. During~~ the past five years, Mr. Davis has also been a director of Ambassadors International, Inc., American Commercial Lines Inc., Delta Airlines, Foamex International Inc., Dex One Corp., Footstar, Inc., Granite Broadcasting Corporation, GSI Group, Inc., Ion Media Networks, Inc., Knology, Inc., Media General, Inc., Mosaid Technologies, Inc., Ogelbay Norton Company~~, Orchid Cellmark, Inc~~.~~, PRG-Schultz International Inc., Roomstore, Inc., Rural/Metro Corp., SeraCare Life Sciences, Inc., Silicon Graphics~~

29(2) Mr. Landau was appointed as President and Treasurer of the Company on February 6, 2012. Mr. Landau is not employed by the Company and has not received any compensation for serving in the capacity as an executive officer.

~~Table~~(3) Mr. Schaffhauser was hired by Aliante Gaming as Chief Financial Officer on December 27, 2012, and was appointed by the Board of ~~Contents~~Managers as Chief Financial Officer of the Company and of Aliante Gaming on March 7, 2013. Mr. Schaffhauser received a salary of $250,000 for 2014 and 2013 and $275,000 for 2015.

~~International,~~(4) ~~Smurfit-Stone~~Mr. ~~Container~~Schaffhauser ~~Corporation,~~was ~~Solutia~~paid ~~Inc.,~~his ~~Spansion, Inc.,~~2015 ~~Tipperary~~bonus ~~Corporation,~~in ~~Viskase, Inc.~~2016 and ~~YRC~~was ~~Worldwide, Inc~~paid his 2014 bonus in 2015.

~~Charles~~Grants ~~Atwood. On July 26, 2012, Mr. Atwood was appointed to the Company’s Board~~ of Managers in accordance with the terms of the Operating Agreement. Mr. Atwood retired in December 2008 as Vice Chairman of the Board of Directors for Harrah’s Entertainment, Inc., now Caesars Entertainment, Inc. Mr. Atwood joined Harrah’s in 1979 and held numerous finance and development positions during his tenure. He was named Chief Financial Officer in 2001, joined Harrah’s Board of Directors in July 2005, and became Vice Chairman in 2006. On March 12, 2015 Mr. Atwood was elected to the board of directors of Pinnacle Entertainment, an owner, operator and developer of casinos and related hospitality and entertainment facilities. Mr. Atwood is the Lead Trustee of the Board of Trustees for Equity Residential, a REIT listed on the New York Stock Exchange. He is also a member of the board of directors of Gala Coral Group, a LondonPlan-~~based~~Based ~~company.~~Awards Mr. Atwood received a Bachelor of Science Degree in Business Administration from the University of Southern Mississippi and a Masters of Business Administration Degree in Finance from Tulane University.Table

~~Robert~~We ~~Schaffhauser.~~had ~~Mr. Schaffhauser~~no ~~was~~equity ~~appointed~~incentive ~~Chief~~plan ~~Financial Officer on March 7, 2013. Mr. Schaffhauser has served~~ as ~~the Chief Financial Officer for Aliante Gaming, an affiliate~~ of ~~the Company, since~~ December 2731, ~~2012.~~2015 ~~Prior to joining Aliante Gaming, Mr. Schaffhauser served as the Executive Vice President-Finance~~ and ~~Principal~~did ~~Financial~~not ~~Officer~~grant ~~for~~any ~~Colony~~stock ~~Resorts~~or ~~LVH~~option ~~Acquisitions,~~awards ~~LLC~~to ~~(d/b/a~~our ~~the~~Named ~~Las~~Executive ~~Vegas~~Officers ~~Hilton)~~in ~~where for a period of eight years~~2015, he2014 ~~was~~or ~~responsible~~2013 ~~for~~in ~~business~~their ~~planning~~capacity ~~and administrative functions (including finance, legal, human resources, information technology and purchasing). Mr. Schaffhauser, for a period of over eight years, also served~~ as aan ~~senior~~executive ~~financial~~ officer ~~for various affiliates of Trump Hotels & Casinos~~. ~~Mr. Schaffhauser holds a bachelor degree in Accounting from Rutgers University.~~

~~Section 16(a) Beneficial~~Outstanding ~~Ownership~~Equity ~~Reporting~~Awards ~~Compliance~~at Fiscal Year-End Table

~~Section 16(a) of~~We ~~the~~had ~~Exchange~~no ~~Act~~outstanding ~~requires~~equity ~~the~~awards ~~Company’s~~for ~~executive~~our ~~officers,~~Named ~~members of the Board of Managers and Members who own more than 10% of the Company’s Common Units to file reports of ownership and reports of changes in ownership on Forms 3, 4 and 5 with the SEC.~~ Executive ~~officers,~~Officers ~~members~~at ~~of the Board of Managers and 10% stockholders are required by the SEC to furnish the Company with all Forms 3, 4 and 5 they file.~~December ~~To our knowledge~~31, ~~based solely on review of the copies of such reports furnished to us and written representations that no other reports were required during the past fiscal year~~2015, ~~all~~2014 ~~Section 16(a) filing~~or ~~requirements~~2013 ~~applicable~~in totheir ~~our~~capacity ~~officers~~as ~~and~~an ~~managers~~executive ~~were met~~officer.

~~Code~~Option ofExercises ~~Ethics~~and Stock Vested Table

We ~~have~~had ~~adopted~~no aoption ~~Code~~exercises ofor ~~Business~~stock ~~Conduct~~vest ~~and~~for ~~Ethics~~our ~~(“Code~~Named ofExecutive ~~Ethics”)~~Officers ~~that~~during ~~applies to all of our members of~~ the ~~Board~~years ofended ~~Managers~~December 31, ~~executive~~2015, ~~officers~~2014 ~~(including~~or ~~our~~2013 ~~principal~~in ~~executive~~their ~~officer~~capacity ~~and~~as ~~principal~~an ~~financial~~executive officer~~) and employees~~. The Code of Ethics and any waivers or amendments to the Code of Ethics are available to any person without charge, upon request directed to the Company’s Secretary at 7300 Aliante Parkway, North Las Vegas, NV 89084.

~~Nominating~~Pension ~~Committee~~Benefits

~~Given~~We ~~our~~had ~~status~~no asdefined abenefit ~~privately-held~~plan ~~company, we do not currently hold member meetings nor do we have a policy~~ or ~~procedures~~supplemental ~~with~~executive ~~respect~~retirement toplan ~~member~~at ~~recommendations~~December 31, ~~for nominees to the Board of Managers. In addition~~2015, we2014 door ~~not currently have a policy with respect to considering and identifying Board of Manager nominees~~2013. There have been no material changes to the Company’s Operating Agreement which outlines the procedures by which the Members nominate individuals for the Board of Managers. All of the holders of our Common Units are parties to the Company’s Operating Agreement.

~~Audit~~Nonqualified ~~Committee~~Defined Contribution and Other Nonqualified Deferred Compensation Plans

~~Our~~We ~~Board~~had ofno ~~Managers~~nonqualified does not have a separately designated standing audit committee (“Audit Committee”). Our entire Board of Managers is serving as our Audit Committee which is currently comprised of Soohyung Kim, Ellis Landau, Eugene I. Davis and Charles Atwood. In light of the absence of a public trading market for our Common Units, our Board of Managers has not designated any member of the Audit Committee as an “audit committee financial expert”; however, each member would be considered an “audit committee financial expert” under applicable SEC rules and regulations and Mr. Davis and Mr. Atwood would be considered independent as independence is defined incontribution ~~Section 303A.02~~or ofother ~~the~~nonqualified ~~listing~~deferred ~~standards~~compensation ofplans ~~the~~offered ~~New York Stock Exchange (the “NYSE”). Although we are not subject~~ to ~~the rules promulgated by the NYSE, we have used the independence requirements of the listing standards of the NYSE as a benchmark to determine whether~~ our ~~members~~Named ofExecutive ~~the~~Officers ~~Board~~at ~~of Managers would be independent. Mr.~~December ~~Kim~~31, ~~and~~2015, ~~Mr. Landau~~2014 ~~would~~or ~~not be considered independent under the NYSE listing standards due to their positions as executive officers of the Company~~2013.

30Employment Agreement

~~Table~~Effective December 11, 2015, the Company and Aliante Gaming entered into a new employment agreement with Mr. Schaffhauser (the new “Schaffhauser Employment Agreement”). The Schaffhauser Employment Agreement superseded and replaced the December 27, 2012 employment agreement previously entered into by and between Mr. Schaffhauser and Aliante Gaming. Pursuant to the Schaffhauser Employment Agreement, the Company and Aliante Gaming agreed to employ Mr. Schaffhauser for an initial term of ~~Contents~~two years with an effective commencement date of December 9, 2015. The initial term will be automatically renewed for subsequent one-year terms unless the Schaffhauser Employment Agreement has been terminated in accordance with its terms or either party provides the other with notice of non-renewal at least 90 days prior to the expiration of the then applicable term. The Schaffhauser Employment Agreement provides for a base salary of $275,000 per year (“Base Salary”), and a discretionary bonus. Mr. Schaffhauser is eligible for a long-term incentive payment in the event of (1) a change in control of the Company, (2) the sale of the Company, (3) the continuation of Mr. Schaffhauser’s employment through December 31, 2018, (4) the termination of Mr. Schaffhauser’s employment without cause, or (5) Mr. Schaffhauser’s death or disability. The long-term incentive payment is to be based on the attainment of certain measurable growth objectives and a five (5) year vesting schedule, commencing on Mr. Schaffhauser’s initial employment by Aliante Gaming.

~~Manager~~The ~~Independence~~Schaffhauser Employment Agreement also provides certain additional benefits and perquisites made generally available to the management of Aliante Gaming.

~~Our~~In ~~Board~~the event of ~~Managers~~termination ~~is composed~~ of ~~Soohyung~~Mr. ~~Kim,~~Schaffhauser’s ~~Ellis~~employment ~~Landau~~without cause, ~~Eugene I~~Mr. ~~Davis~~Schaffhauser ~~and~~is ~~Charles~~entitled ~~Atwood.~~to ~~Though~~a ~~not~~termination ~~formally~~payment ~~considered~~equal byto ~~our~~(i) ~~Board~~the ofBase ~~Managers~~Salary ~~because~~which ~~our~~remains ~~Common~~unpaid ~~Units~~for ~~are not traded on any national securities exchange, based upon~~ the ~~listing~~period ~~standards~~up ofto the ~~NYSE,~~date ~~we believe that Mr. Davis and Mr. Atwood would be considered independent as independence is defined in Section 303A.02~~ of ~~the~~termination ~~listing~~(ii) ~~standards~~an ofamount ~~the~~equal ~~NYSE.~~to ~~Although~~one we(1) ~~are~~year’s ~~not~~Base ~~subject~~Salary, toand ~~the~~(iii) ~~rules promulgated~~a byperformance ~~the~~bonus, ~~NYSE~~if applicable, weprorated ~~have~~based ~~used~~upon the ~~independence~~number ~~requirements~~ of ~~the~~days ~~listing standards~~ of ~~the~~his ~~NYSE~~employment asduring ~~a benchmark to determine whether our members of~~ the ~~Board~~year of ~~Managers would be independent~~termination. Mr. ~~Kim~~ ~~and~~Schaffhauser ~~Mr. Landau~~ would ~~not~~also be ~~considered~~entitled ~~independent~~to ~~under~~a ~~the~~long-term ~~NYSE~~incentive ~~listing~~payout ~~standards~~if ~~due~~his toemployment ~~their~~is ~~positions~~terminated aswithout ~~executive officers of the Company~~cause.

~~ITEM 11. EXECUTIVE COMPENSATION~~33

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~~Compensation~~Pursuant ~~Discussion~~to the Schaffhauser Employment Agreement, Mr. Schaffhauser has agreed to certain restrictive covenants during the term of his employment and ~~Analysis~~for specified periods following termination, including but not limited to, not divulging confidential information, non-competition and non-solicitation. Mr. Schaffhauser cannot engage in competition with Aliante Gaming, or own any interest in or perform any services for certain businesses engaged in competition with Aliante Gaming, within a specified restricted area and during a specified restriction period. In addition Mr. Schaffauser must assign all intellectual property conceived or developed by Mr. Schaffhauser during the term of his employment.

~~Overview~~We have no agreements or arrangements, written or unwritten, that provide for any payment to Messrs. Kim or Landau at or in connection with any resignation of their positions as executive officers, or a change-in-control with respect to the Company as of December 31, 2015.

~~The~~Compensation ~~Board~~ of Managers has the authority to appoint executive officers and fix their compensation in accordance with the terms of the Operating Agreement. The compensation of executive officers is designed to provide compensation that is competitive in the marketplace and to incentivize executive officers to increase our revenues and maximize value to our members. The Board of Managers does not delegate the authority to establish executive officer compensation to any other person and has not retained any compensation consultants to determine or recommend the amount or form of executive and director compensation. Instead, the Board of Managers relies on its prior experience and upon the recommendations of its Chief Executive Officer. As of December 31, 2014, the executive officers of the Company, whom we refer to as our “Named Executive Officers” are:Directors

~~· Soohyung~~The ~~Kim,~~following ~~Chief~~table ~~Executive~~discloses ~~Officer~~the ~~and~~compensation ~~Secretary;~~for each member of our Board of Managers for the year ended December 31, 2015.

~~· Ellis~~DIRECTOR ~~Landau, President and Treasurer; and~~COMPENSATION

· Robert Schaffhauser, Chief Financial Officer.

Name	Fees Earned
Soohyung Kim (a)	$	—
Ellis Landau		82,000
Eugene I. Davis		82,000
Charles Atwood		82,000

~~Compensation~~(a) ~~Philosophy~~Soohyung Kim has waived all compensation otherwise due and ~~Objectives~~is not separately compensated in connection with serving on the Board of Managers.

~~Our~~Narrative ~~executive compensation philosophy is designed~~ to ~~attract~~Director ~~and~~Compensation retain talented key executives, while supporting our key business objectives and maximizing value for our members. In setting the compensation of our Named Executive Officers, we evaluate the scope of their responsibilities and apply our general knowledge of compensation practices in the Las Vegas hotel and casino market. The amount and form of compensation paid to our Named Executive Officers is also determined by the position and anticipated roles and responsibilities of the officer within the organization. The primary components of our executive compensation are base salary and an annual cash bonus. Base salary and the annual cash bonus are determined based on job function and each executive’s contribution to our performance and achievement of our overall business objectives. However, in 2013, no bonuses were paid to our Named Executive Officers. In 2014, Mr. Schaffhauser was the only named Executive Officer who earned a bonus. Mr. Schaffhauser earned a bonus in the amount of $125,120, which was paid in 2015.Table

~~Elements~~In accordance with terms of ~~Executive~~the ~~Compensation~~Operating Agreement, except with respect to any member of the Board of Managers who is employed by the Company, no member of the Board of Managers is entitled to receive remuneration for services rendered or goods provided to the Company for their services other than customary manager fees established by the Board of Managers. However, the Company shall reimburse the Board of Managers for all reasonable travel and accommodation expenses incurred in connection with meeting of the Board of Managers.

~~Base~~Narrative ~~Salary~~Disclosure of the Registrant’s Compensation Policies and Practices as They Relate to the Registrants Risk Management

WeThe ~~view~~employees ~~executive~~of ~~officer~~our ~~base~~wholly-owned ~~salaries~~subsidiary, asAliante aGaming, ~~tool~~are ~~that~~compensated ~~provides~~through ~~executives~~the ~~with~~compensation aprograms ~~reasonable~~or ~~base~~policies ~~level~~ of ~~income~~Aliante ~~relative~~Gaming. toWe ~~their~~have ~~responsibilities~~discussed ~~and~~the ~~salaries~~compensation ~~for~~program ~~comparable~~and ~~positions~~policies inof ~~the~~Aliante ~~marketplace.~~Gaming ~~The~~with ~~base~~management ~~salary~~and ~~for~~have ~~Mr. Schaffhauser was~~ determined asthat aany ~~result~~risks ofassociated ~~the~~with ~~negotiation~~compensation ofprograms anor ~~employment~~policies ~~agreement.~~applicable ~~The base salary paid~~ to ~~Mr. Schaffhauser~~the inemployees ~~2014 and 2013 was $250,000 . As~~ of ~~December 31,~~Aliante ~~2014,~~Gaming weare ~~have~~ not ~~entered~~reasonably ~~into~~likely ~~any~~to ~~agreements~~have ~~with~~a ~~Messrs. Kim~~material ~~and~~adverse ~~Landau~~effect ~~and~~on ~~they~~our ~~currently receive no compensation for serving in their respective capacities as executive officers~~Company.

~~Bonus~~Compensation Committee Interlocks and Insider Participation

InWe ~~2014,~~currently ~~the~~do ~~Company~~not ~~established~~have ana ~~annual~~standing ~~cash~~compensation ~~bonus~~committee. ~~program~~The toBoard ~~reward~~of ~~certain~~Managers ~~key~~is ~~employees~~responsible for ~~the~~considering ~~achievement~~and ofdetermining the ~~company’s~~compensation ~~overall~~related ~~business~~to ~~objectives~~our executive officers and Board of Managers. The ~~company~~current ~~has~~members ~~paid~~of ~~out~~our ~~$1.3~~Board ~~million~~of ~~under~~Managers ~~the~~are ~~2014~~Soohyung ~~cash~~Kim, ~~bonus~~Ellis ~~program.~~Landau, $0Eugene I.4 ~~million~~Davis ~~was~~and ~~paid~~Charles ~~out~~Atwood. inIn ~~2014~~addition, Mr. Kim and $0Mr.9 Landau ~~million~~are ~~was~~current ~~paid~~executive ~~out~~officers inof the Company. During 2015, none of our executive officers served as a member of the compensation committee (or other committee serving an equivalent function) of another entity, one of whose executive officers served as a member of our Board of Managers.

~~Mr. Schaffhauser is the only named Executive Officer who participated in the 2014 cash bonus program.~~34

Table Of Contents

31Compensation Committee Report

~~Table~~We, as the Board of ~~Contents~~Managers, have reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on this review and discussion with management, the Board of Managers have recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2015.

~~The~~Respectfully company has also established a 2015 cash bonus program. Key employees will receive a cash bonus upon the achievement of the company’s overall business objectives. The company intends to pay out $1.1 million in 2015 for the achievement of the yearly goals.Submitted,

~~Executive~~Soohyung ~~Benefits and Perquisites~~Kim

~~Mr. Schaffhauser,~~Ellis like our other employees, qualifies to participate in the Aliante Gaming 401(k) Retirement Plan, as well as group medical, dental, life and disability insurance programs that are offered to employees of Aliante Gaming. Messrs. Kim and Landau ~~do not participate in the aforementioned plans because they are not engaged as employees of the Company or of Aliante Gaming.~~

~~Summary~~Eugene ~~Compensation~~I. ~~Table~~Davis

Name and Principal Position	Year	Salary ($)		Annual Bonus ($)			All Other Compensation ($)	Total ($)
Soohyung Kim (1)	2014	—		—			—	—
Chief Executive Officer and Secretary	2013	—		—			—	—
	2012	—		—			—	—
Ellis Landau (2)	2014	—		—			—	—
President and Treasurer	2013	—		—			—	—
	2012	—		—			—	—
Robert Schaffhauser (3)	2014	$	250,000	$	125,120	(4)	—	$	370,120
Chief Financial Officer	2013	250,000		—			—	250,000
	2012	—		—			—	—

Charles Atwood

(1) Mr. Kim was appointed as Chief Executive Officer and Secretary of the Company on November 1, 2011. Kim is an employee of Standard General. Mr. Kim’s customary duties include, among other things, serving in management positions with respect to portfolio companies and carrying out customary responsibilities in connection with those roles. Mr. Kim receives compensation as an employee of Standard General and is not separately compensated in connection with services to the Company.35

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~~(2) Mr. Landau~~ITEM ~~was appointed as President and Treasurer of the Company on February 6, 2012~~12. ~~Mr. Landau~~SECURITY isOWNERSHIP ~~not~~OF ~~employed~~CERTAIN byBENEFICIAL ~~the~~OWNERS ~~Company~~AND ~~and~~MANAGEMENT ~~has~~AND ~~not~~RELATED ~~received~~STOCKHOLDER ~~any compensation for serving in the capacity as an executive officer.~~MATTERS

~~(3) Mr. Schaffhauser~~Security ~~was~~Ownership ~~hired by Aliante Gaming as Chief Financial Officer on December 27, 2012, and was appointed by the Board~~ of ~~Managers~~Certain asBeneficial ~~Chief~~Owners ~~Financial Officer of the Company~~ and ~~of Aliante Gaming on March 7, 2013. Mr. Schaffhauser received a salary of $250,000 for 2014 and 2013, respectively.~~Management

~~(4) Mr. Schaffhauser~~The ~~was~~following ~~paid~~table ~~his~~shows ~~2014~~each ~~bonus~~person inwho ~~2015~~beneficially owned more than 5% of our Common Units as of February 12, 2016.

Grants of Plan-Based Awards Table

Name and Address	Number of Common Units		Percentage of Outstanding Common Units
North LV Holdco, LLC (1)		136,807		31.653	%
North LV Holdco II, LLC (2)		85,086		19.686	%
North LV Holdco III, LLC (3)		85,086		19.686	%
Halcyon ALST, LLC (4)		35,780		8.2780	%
NYBEQ LLC (5)		35,134		8.129	%
Credit Agricole Leasing (USA) Corporation (6)		25,095		5.806	%
Merrill, Lynch, Pierce, Fenner & Smith Inc., a wholly owned subsidiary of Bank of America Corporation (7)		27,825		6.438	%

We had no non-equity incentive plan as of December 31, 2014 and did not grant any stock or option awards to our Named Executive Officers in 2014 in their capacity as an executive officer.

Name and Address	Number of Common Units		Percentage of Outstanding Common Units
Soohyung Kim (8)		—		—
Ellis Landau (8)(9)		170,292		39.400	%
Eugene I. Davis (8)		90		*
Charles Atwood (8)		—		—
Robert Schaffhauser (8)		—		—
All executive officers and directors as a group (5 persons)		170,382		39.421	%

~~Outstanding~~* ~~Equity~~Represents ~~Awards~~holding atpercentage ~~Fiscal~~of ~~Year-End~~less ~~Table~~than 1%

We(1) ~~had~~The noaddress ~~outstanding~~of ~~equity~~North ~~awards~~LV ~~for~~Holdco ~~our~~LLC ~~Named~~is ~~Executive~~767 ~~Officers~~Fifth atAvenue, ~~December 31~~New York, ~~2014~~NY in10153. ~~their~~North ~~capacity~~LV asHoldco LLC is an ~~executive~~affiliate ~~officer~~of Standard General LP.

~~Option~~(2) ~~Exercises~~The ~~and~~address ~~Stock~~of ~~Vested~~North ~~Table~~LV Holdco II, LLC is Ellis Landau, c/o ALST Casino Holdco, LLC, 7300 Aliante Parkway, North Las Vegas, NV, 89084. North LV Holdco II, LLC is an affiliate of Apollo Management, L.P.

We(3) ~~had~~The noaddress ~~option~~of ~~exercises~~North orLV ~~stock~~Holdco ~~vest~~III, ~~for~~LLC ~~our~~is ~~Named~~Ellis ~~Executive~~Landau, ~~Officers~~c/o ~~during~~ALST ~~the~~Casino ~~year~~Holdco, ~~ended~~LLC, ~~December 31~~7300 Aliante Parkway, ~~2014~~North inLas ~~their~~Vegas, ~~capacity~~NV as89084. North LV Holdco III, LLC is an ~~executive~~affiliate ~~officer~~of TPG Capital L.P.

~~Pension~~(4) ~~Benefits~~The address of Halcyon ALST, LLC is 477 Madison Avenue, 8th Floor, New York, NY 10022.

We(5) ~~had~~The noaddress ~~defined~~of ~~benefit~~NYBEQ ~~plan~~LLC oris ~~supplemental~~c/o ~~executive~~Natixis, ~~retirement~~9 ~~plan~~West at57th ~~December 31~~Street, ~~2014~~15th Floor, New York, NY 10019. NYBEQ LLC is an affiliate of Natixis.

32(6) The address of Credit Agricole Leasing (USA) Corporation is 1301 Avenue of the Americas, New York, NY 10019-6022.

~~Table~~(7) The address of ~~Contents~~Merrill, Lynch, Pierce, Fenner & Smith Inc. is 214 N. Tryon St., NC1-027-15-01, Charlotte, NC 28255, Attn: Information Manager.

~~Nonqualified~~(8) ~~Defined~~The ~~Contribution~~address ~~and~~of ~~Other~~such ~~Nonqualified~~persons ~~Deferred~~is ~~Compensation~~c/o ~~Plans~~ALST Casino Holdco, LLC, 7300 Aliante Parkway, North Las Vegas, NV, 89084.

We(9) ~~had~~Reflects no85,086 ~~nonqualified~~of ~~defined~~Common ~~contribution~~Units orheld ~~other~~by ~~nonqualified~~North ~~deferred~~LV ~~compensation~~Holdco ~~plans~~II, ~~offered~~LLC and 85,086 Common Units held by North LV Holdco III, LLC in which Mr. Landau is the sole member and may be deemed to ~~our~~beneficially ~~Named~~own, ~~Executive~~and ~~Officers~~120 atCommon ~~December 31~~Units held by Mr. Landau directly. The address of Mr. Landau is c/o ALST Casino Holdco, ~~2014~~LLC, 7300 Aliante Parkway, North Las Vegas, NV, 89084.

~~Employment~~Securities ~~Agreement~~Authorized for Issuance under Equity Compensation Plans

~~Our~~As ~~wholly-owned~~of ~~subsidiary, Aliante Gaming, entered into an employment agreement with Mr. Schaffhauser, effective~~ December 276, ~~2012. The initial term of the employment agreement was for one year~~2011, ~~which automatically renews on an annual basis unless either party provides~~ the ~~other~~Board ~~with notice~~ of ~~non-renewal~~Managers atapproved ~~least~~the 902011 ~~days~~Equity ~~prior~~Plan toas ~~the~~authorized ~~expiration~~by of the ~~applicable~~Operating ~~term.~~Agreement ~~The~~which ~~employment agreement~~ provides for a ~~base~~maximum ~~salary~~ of ~~$275~~43,~~000~~200 ~~for~~non-voting ~~the~~Incentive ~~year 2015, and a discretionary bonus~~Units. InOn ~~the event of termination of Mr.~~December ~~Schaffhauser’s employment without cause~~6, or2011 ~~upon~~ the ~~sale of the~~ Company orissued of500 ~~Aliante~~Incentive ~~Gaming,~~Units orto ~~upon~~Ellis ~~the~~Landau ~~sale~~and of250 ~~substantially~~Incentive ~~all~~Units ~~the~~to ~~assets~~Eugene ofI. ~~Aliante Gaming, Mr~~Davis. ~~Schaffhauser~~ isOn ~~entitled~~April to4, a2014 ~~termination payment equal to~~ the ~~greater~~Company ofissued ~~(i) the~~250 ~~portion~~Incentive ofUnits ~~his~~to ~~base~~Charles ~~salary~~Atwood. ~~for~~As ~~the remainder~~ of ~~the applicable employment term or (ii)~~December ~~three~~31, ~~months~~2015, ofthere ~~the~~were ~~base~~42,200 ~~salary~~Incentive inUnits ~~the~~available ~~event~~for ~~Mr. Schaffhauser~~issuance isunder ~~terminated within~~ the ~~last~~Equity ~~two months of the applicable employment term~~Plan. ~~The~~No ~~salary~~Incentive ~~termination payment~~Units, ~~including~~or ~~the~~Common ~~performance bonus~~Units, ifwere ~~applicable,~~issued ~~would~~by ~~be prorated based upon~~ the ~~number~~Company ofduring ~~days~~2015 ofwith ~~his~~respect ~~employment~~to ~~during~~any ~~the~~compensation ~~year of termination~~plans.

We have no agreements or arrangements, written or unwritten, that provide for any payment to Messrs. Kim or Landau at or in connection with any resignation of their positions as executive officers, or a change-in-control with respect to the Company as of December 31, 2014.36

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~~Compensation~~ITEM of13. ~~Directors~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~The~~Transactions ~~following~~with ~~table~~Related ~~discloses the compensation for each member of our Board of Managers for the year ended December 31, 2014.~~Parties

~~DIRECTOR~~On ~~COMPENSATION~~November 1, 2011, the Company and Aliante Gaming entered into the Senior Secured Credit Facility with, Wilmington Trust FSB, as administrative agent, and the lenders named therein, which are holders of our Common Units. As discussed in “Item 1. Business - Background” the Senior Secured Credit Facility consists of $45.0 million of Senior Secured Loans. In addition, the Lenders own 100% of our Common Units. Pursuant to the Operating Agreement the Lenders have the right to designate up to four individuals to serve on the Company’s Board of Managers. The members of our Board of Managers that are designated by the Lenders could be deemed to have a material direct or indirect interest in the Senior Secured Credit Agreement by virtue of their relationship with the Lenders. For a further discussion of the Senior Secured Credit Facility see “Item 1A. Risk Factors - We have significant indebtedness”, “Item 1A. Risk Factors - Our indebtedness imposes restrictive covenants on us that will limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities.” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation - Liquidity and Capital Resources”.

Name	Fees Earned
Soohyung Kim (a)	$	—
Ellis Landau	83,000
Eugene I. Davis	83,000
Charles Atwood	83,000

Review, Approval or Ratification of Transactions with Related Parties

(Our Code of Ethics requires that the Company obtain the approval of the Board of Managers before entering into any contract or other arrangement on behalf of the Company that constitutes a “related-party” transaction (as defined in Item 404 of Regulation S-K promulgated by the SEC)~~Soohyung~~. ~~Kim~~Such ~~has~~transactions ~~waived~~are ~~all~~brought ~~compensation~~to ~~otherwise~~the ~~due~~attention of the Board of Managers by management or the affected related person. In its review and isdetermination, ~~not~~the ~~separately~~Board ~~compensated~~of Managers considers all relevant facts and circumstances, such as the business interest of the Company in ~~connection~~such transaction, the benefits to the Company of the transaction, whether the terms of the transaction are no less favorable than those available with ~~serving~~unrelated third parties and the nature of the related party’s interest in such transaction. In addition, the Company’s Operating Agreement requires approval of the Members that hold at least two-thirds of the outstanding Units at the time, for transactions between the Company, or a subsidiary of the Company, on one hand and any Member or any Affiliate (as defined in the ~~Board~~Operating Agreement) of ~~Managers~~such Member, on the other hand, subject to certain limited exceptions.

~~Narrative~~Manager ~~to Director Compensation Table~~Independence

InOur ~~accordance~~Board ~~with~~of ~~terms~~Managers is composed of ~~the~~Soohyung ~~Operating~~Kim, ~~Agreement~~Ellis Landau, ~~except~~Eugene ~~with~~I. ~~respect~~Davis toand ~~any~~Charles ~~member~~Atwood. ofThough ~~the~~not formally considered by our Board of Managers ~~who~~because isour ~~employed~~Common byUnits ~~the~~are ~~Company~~not traded on any national securities exchange, nobased ~~member~~upon the listing standards of the ~~Board~~NYSE, ofwe ~~Managers~~believe isthat ~~entitled~~Mr. Davis toand ~~receive~~Mr. Atwood ~~remuneration~~would ~~for~~be ~~services~~considered ~~rendered~~independent oras ~~goods~~independence ~~provided~~is todefined in Section 303A.02 of the ~~Company~~listing ~~for~~standards ~~their~~of ~~services~~the ~~other~~NYSE. ~~than~~Although ~~customary~~we ~~manager~~are ~~fees~~not ~~established~~subject to the rules promulgated by the ~~Board~~NYSE, we have used the independence requirements of ~~Managers.~~the ~~However,~~listing standards of the ~~Company~~NYSE ~~shall~~as ~~reimburse~~a benchmark to determine whether our members of the Board of Managers ~~for~~would ~~all~~be ~~reasonable~~independent. ~~travel~~Mr. Kim and ~~accommodation~~Mr. Landau ~~expenses~~would ~~incurred~~not inbe ~~connection~~considered ~~with~~independent ~~meeting~~under of the ~~Board~~NYSE listing standards due to their positions as executive officers of ~~Managers~~the Company.

~~Narrative~~ITEM ~~Disclosure~~14. ofPRINCIPAL ~~the~~ACCOUNTING ~~Registrant’s~~FEES ~~Compensation~~AND ~~Policies and Practices as They Relate to the Registrants Risk Management~~SERVICES

The ~~employees~~following oftable ~~our~~summarizes ~~wholly-owned subsidiary, Aliante Gaming, are compensated through~~ the ~~compensation~~aggregate ~~programs~~fees ~~or policies of Aliante Gaming. We have discussed~~ the ~~compensation~~Company ~~program~~paid ~~and policies of Aliante Gaming with management and have determined that any risks associated with compensation programs~~ or ~~policies~~accrued ~~applicable~~ to ~~the~~Ernst & ~~employees~~Young ofLLP ~~Aliante~~(“E&Y”), ~~Gaming~~our ~~are~~independent ~~not~~auditor, ~~reasonably~~during ~~likely~~2015 toand ~~have a material adverse effect on our Company.~~2014:

Compensation Committee Interlocks and Insider Participation

	Aggregate Fees
	2015		2014
Category
Audit fees	$	145,350	$	142,500
Audit-related fees		12,750		12,500
Tax fees		133,134		102,580
All other fees		—		—

WeAudit ~~currently~~fees doinclude ~~not~~the ~~have~~aggregate afees ~~standing~~paid ~~compensation~~or ~~committee.~~accrued ~~The~~for ~~Board~~professional services rendered for our annual audit and the quarterly reviews of ~~Managers~~our isfinancial ~~responsible~~statements. Audit-related fees include the aggregate fees paid or accrued for ~~considering~~assurance and ~~determining~~related ~~the~~services ~~compensation~~that are reasonably related to ~~our~~the ~~executive~~performance ~~officers~~of ~~and~~the ~~Board~~audit or review of ~~Managers.~~financial ~~The~~statements ~~current~~provided ~~members~~in ofconnection ~~our~~with ~~Board~~other ofregulatory ~~Managers~~or ~~are~~statutory ~~Soohyung~~filings ~~Kim,~~including ~~Ellis~~services ~~Landau,~~related ~~Eugene~~to ISEC periodic filings. ~~Davis~~Tax ~~and~~fees ~~Charles~~include ~~Atwood.~~the Inaggregate ~~addition~~fees paid or accrued for professional services rendered for tax compliance, ~~Mr. Kim~~tax advice and ~~Mr. Landau~~tax ~~are current~~planning.

33The Board of Managers has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed by the independent auditors. The policy provides for pre-approval by the Board of Managers of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Board of Managers must approve the permitted service before the independent auditor is engaged to perform it. All of the fees described in the table above were pre-approved by the Board of Managers.

~~Table of Contents~~37

Table Of Contents

executive officers of the Company. During 2014, none of our executive officers served as a member of the compensation committee (or other committee serving an equivalent function) of another entity, one of whose executive officers served as a member of our Board of Managers.PART IV

~~Compensation~~ITEM ~~Committee~~15. ~~Report~~EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~We, as the Board of Managers, have reviewed and discussed with management the Compensation Discussion and Analysis set forth above~~(a)(1). Financial Based on this review and discussion with management, the Board of Managers have recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2014Statements.

~~Respectfully~~Financial ~~Submitted,~~statements and notes thereto that are included in Part II of this report are listed below:

Soohyung Kim

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-2
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013	F-3
Consolidated Statements of Changes in Members’ Equity for the years ended December 31, 2015, 2014 and 2013	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013	F-5
Notes to Consolidated Financial Statements	F-6

~~Ellis Landau~~38

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~~Eugene I~~(a)(2). ~~Davis~~Financial Statement Schedules.

~~Charles~~We ~~Atwood~~have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

~~ITEM 12~~(a)(3). ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Exhibits.

Security Ownership of Certain Beneficial Owners and Management

Exhibit Number		Description

2.1		First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC dated May 20, 2011 with Respect to Subsidiary Debtors and Aliante Debtors. (Incorporated herein by reference to the Company’s Form 10 dated October 24, 2011)

3.1		Articles of Organization of the Company. (Incorporated herein by reference to the Company’s Form 10 dated October 24, 2011)

3.2		Amended and Restated Operating Agreement of ALST Casino Holdco, LLC. (Incorporated herein by reference to the Company’s Form 8-K dated November 4, 2011)

10.1		License Agreement between North Valley Enterprises, LLC and Aliante Gaming, LLC dated January 6, 2006. (Incorporated herein by reference to the Company’s Amendment No. 1 to Form 10 dated October 28, 2011)

10.2		Credit Agreement, dated as of November 1, 2011, by and among Aliante Gaming, LLC, ALST Casino Holdco, LLC, Wilmington Trust, National Association, as administrative agent, and the lenders party thereto. (Incorporated herein by reference to the Company’s Form 8-K dated November 4, 2011)

10.3		Management Agreement, dated as of November 1, 2011, by and between Aliante Gaming, LLC and Station Casinos, LLC. (Incorporated herein by reference to the Company’s Form 8-K dated November 4, 2011)

10.4		License Agreement, dated as of November 1, 2011, by and between ALST Casino Holdco, LLC and Station Casinos, LLC. (Incorporated herein by reference to the Company’s Form 8-K dated November 4, 2011)

10.5		ALST Casino Holdco, LLC 2011 Equity Plan. (Incorporated herein by reference to the Company’s Form 10-K dated March 30, 2012)

10.6		Employment Agreement between Aliante Gaming, LLC and Robert Schaffhauser, dated as of December 27, 2012. (Incorporated herein by reference to the Company’s Form 8-K dated March 13, 2013)

10.7		Addendum to the Employment Agreement of Robert Schaffhauser (Incorporated herein by reference to the Company’s Form 10-Q dated November 14, 2014)

10.8		Employment Agreement between Aliante Gaming, LLC and Robert Schaffhauser, dated as of December 11, 2015. (Incorporated herein by reference to the Company’s Form 8-K dated December 17, 2015).

21.1		Subsidiaries of the Registrant.

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase.

101.DEF		XBRL Taxonomy Extension Definition Linkbase.

101.LAB		XBRL Taxonomy Extension Label Linkbase.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

~~The following table shows each person who beneficially owned more than 5% of our Common Units as of February 28, 2015.~~39

Table Of Contents

Name and Address	Number of Common Units	Percentage of Outstanding Common Units
North LV Holdco, LLC (1)	136,807	31.653	%
North LV Holdco II, LLC (2)	85,086	19.686	%
North LV Holdco III, LLC (3)	85,086	19.686	%
Halcyon ALST, LLC (4)	35,780	8.2780	%
NYBEQ LLC (5)	35,134	8.129	%
Credit Agricole Leasing (USA) Corporation (6)	25,095	5.806	%
Merrill, Lynch, Pierce, Fenner & Smith Inc., a wholly owned subsidiary of Bank of America Corporation (7)	27,825	6.438	%

SIGNATURES

Name and Address	Number of Common Units	Percentage of Outstanding Common Units
Soohyung Kim (8)	—	—
Ellis Landau (8)(9)	170,292	39.400	%
Eugene I. Davis (8)	90	*
Charles Atwood (8)	—	—
Robert Schaffhauser (8)	—	—
All executive officers and directors as a group (5 persons)	170,382	39.421	%

Pursuant to the requirements of Section 13 or 15(d) 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.

* Represents holding percentage of less than 1%

	ALST CASINO HOLDCO, LLC, Registrant

Dated: March 28, 2016	By:	/s/ SOOHYUNG KIM
	Name:	Soohyung Kim
	Title:	Manager, Chief Executive Officer and Secretary

~~(1) The~~Pursuant ~~address~~to ofthe ~~North~~requirements LVof ~~Holdco~~the ~~LLC~~Securities isExchange ~~767~~Act ~~Fifth~~of ~~Avenue~~1934, ~~New~~this ~~York,~~report NYhas ~~10153.~~been ~~North~~signed LVbelow ~~Holdco~~by ~~LLC~~the isfollowing anpersons ~~affiliate~~on behalf of ~~Standard~~the ~~General~~Registrant LPand in the capacities and on the dates indicated.

Signature	Title	Date

/s/ SOOHYUNG KIM	Manager, Chief Executive Officer and Secretary	March 28, 2016
Soohyung Kim	(Principal Executive Officer)

/s/ ROBERT SCHAFFHAUSER	Chief Financial Officer (Principal Financial Officer)	March 28, 2016
Robert Schaffhauser

/s/ ELLIS LANDAU	Manager	March 28, 2016
Ellis Landau

/s/ EUGENE I. DAVIS	Manager	March 28, 2016
Eugene I. Davis

/s/ CHARLES ATWOOD	Manager	March 28, 2016
Charles Atwood

~~Table of Contents~~40

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~~(2) The~~REPORT ~~address~~OF ofINDEPENDENT ~~North~~REGISTERED LVPUBLIC ~~Holdco~~ACCOUNTING ~~II, LLC is Ellis Landau, c/o ALST Casino Holdco, LLC, 7300 Aliante Parkway, North Las Vegas, NV, 89084. North LV Holdco II, LLC is an affiliate of Apollo Management, L.P.~~FIRM

~~(3) The~~To ~~address~~the Board of ~~North~~Managers LVand ~~Holdco~~Members ~~III,~~of ~~LLC is Ellis Landau, c/o~~ ALST Casino Holdco, LLC~~, 7300 Aliante Parkway, North Las Vegas, NV 89084. North LV Holdco III, LLC is an affiliate of TPG Capital L.P.~~:

We have audited the accompanying consolidated balance sheets of ALST Casino Holdco, LLC and subsidiary (4the Company) ~~The~~ ~~address~~as of ~~Halcyon~~December 31, ~~ALST~~2015 and 2014, ~~LLC~~and isthe ~~477~~related ~~Madison~~consolidated ~~Avenue~~statements of operations, ~~8th Floor~~changes in members’ equity, ~~New~~and ~~York~~cash flows for each of the three years in the period ended December 31, NY2015. ~~10022~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (5United States) ~~The~~. ~~address~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~NYBEQ~~material ~~LLC~~misstatement. isWe ~~c/o~~were ~~Natixis~~not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 9but ~~West~~not ~~57th~~for ~~Street~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~15th~~we ~~Floor~~express no such opinion. An audit also includes examining, ~~New~~on ~~York~~a test basis, NYevidence ~~10019~~supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. ~~NYBEQ~~We ~~LLC~~believe isthat anour ~~affiliate~~audits ofprovide ~~Natixis~~a reasonable basis for our opinion.

~~(6) The~~In ~~address~~our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Credit~~ALST ~~Agricole~~Casino ~~Leasing~~Holdco, ~~(USA)~~LLC and subsidiary at December ~~Corporation~~31, is2015, ~~1301~~and ~~Avenue~~2014, and the consolidated results of their operations and their cash flows for each of the ~~Americas,~~three ~~New~~years ~~York~~in the period ended December 31, NY2015 ~~10019-6022~~in conformity with U.S. generally accepted accounting principles.

~~(7) The~~/s/ ~~address of Merrill, Lynch, Pierce, Fenner~~Ernst & ~~Smith~~Young ~~Inc. is 214 N. Tryon St., NC1-027-15-01, Charlotte, NC 28255, Attn: Information Manager.~~LLP

~~(8) The address of such persons is c/o ALST Casino Holdco, LLC, 7300 Aliante Parkway, North~~ Las Vegas, ~~NV, 89084.~~Nevada

~~(9) Reflects 85,086 of Common Units held by North LV Holdco II, LLC and 85,086 Common Units held by North LV Holdco III, LLC in which Mr.~~March ~~Landau is the sole member and may be deemed to beneficially own~~28, ~~and 120 Common Units held by Mr. Landau directly. The address of Mr. Landau is c/o ALST Casino Holdco, LLC, 7300 Aliante Parkway, North Las Vegas, NV, 89084.~~2016

~~Securities Authorized for Issuance under Equity Compensation Plans~~F-1

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AsALST ofCASINO ~~December 6~~HOLDCO, 2011, the Board of Managers approved the 2011 Equity Plan as authorized by the Operating Agreement which provides for a maximum of 43,200 non-voting Incentive Units. On December 6, 2011 the Company issued 500 Incentive Units to Ellis Landau and 250 Incentive Units to Eugene I. Davis. As of December 31, 2014, there were 42,450 Incentive Units available for issuance under the Equity Plan. No Incentive Units, or Common Units, were issued by the Company during 2014 with respect to any compensation plans.LLC

~~ITEM~~CONSOLIDATED ~~13.~~BALANCE ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~SHEETS

~~Transactions~~(in ~~with Related Parties~~thousands)

On November 1, 2011, the Company and Aliante Gaming entered into the Senior Secured Credit Facility with, Wilmington Trust FSB, as administrative agent, and the lenders named therein, which are holders of our Common Units. As discussed in “Item 1. Business - Background” the Senior Secured Credit Facility consists of $45.0 million of Senior Secured Loans. In addition, the Lenders own 100% of our Common Units. Pursuant to the Operating Agreement the Lenders have the right to designate up to four individuals to serve on the Company’s Board of Managers. The members of our Board of Managers that are designated by the Lenders could be deemed to have a material direct or indirect interest in the Senior Secured Credit Agreement by virtue of their relationship with the Lenders. For a further discussion of the Senior Secured Credit Facility see “Item 1A. Risk Factors - We have significant indebtedness”, “Item 1A. Risk Factors - Our indebtedness imposes restrictive covenants on us that will limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities.” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation - Liquidity and Capital Resources”.

	December 31,		December 31,
	2015		2014

ASSETS

Current assets:
Cash and cash equivalents	$	17,845	$	13,888
Receivables, net		1,200		1,237
Inventories		934		964
Prepaid gaming taxes		1,623		1,501
Prepaid expenses and other current assets		1,209		2,402
Total current assets		22,811		19,992
Property and equipment, net		62,873		63,043
Intangible assets, net		1,878		2,051
Other assets, net		4,394		5,092
Total assets	$	91,956	$	90,178

LIABILITIES AND MEMBERS’ EQUITY

Current liabilities:
Current portion of long-term debt	$	81	$	76
Accounts payable

Filing Compare · ALST Casino Holdco, LLC