UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current ~~Report~~ReportPursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d) Date of earliest event reported) April 21, 2016

the Securities Exchange Act of 1934


	ALST CASINO HOLDCO, LLC
(Exact name of registrant as specified in its charter)


Delaware		000-54480	45-2487922
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification 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

Date of Report (Date of earliest event reported) December 11, 2015

ALST CASINO HOLDCO, LLC

(Exact name of registrant as specified in its charter)

Delaware		000-54480		45-2487922
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

On ~~March 7~~April 21, ~~2013~~2016, ~~the~~ALST ~~Board~~Casino ofHoldco, ~~Managers~~LLC (the “~~Board~~Company”) ofentered ~~ALST~~into ~~Casino~~an ~~Holdco,~~Agreement ~~LLC~~and Plan of Merger (the “~~Company~~Merger Agreement” with Boyd Gaming Corporation (“Boyd”) ~~appointed~~and ~~Robert~~Boyd ~~Schaffhauser~~TCII asAcquisition, ~~the~~LLC, ~~Chief~~a ~~Financial~~wholly ~~Officer~~owned subsidiary of ~~the~~Boyd ~~Company.~~(“Merger ~~Mr. Schaffhauser~~Sub”), ~~has~~pursuant ~~served~~to aswhich, subject to the ~~Chief~~terms ~~Financial~~and ~~Officer~~conditions ofset ~~Aliante~~forth ~~Gaming~~therein, ~~LLC~~Merger Sub will merge with and into the Company (~~“Aliante~~the ~~Gaming~~“Merger”), with the Company’s ~~wholly~~as ~~owned~~the ~~subsidiary~~surviving entity, ~~since~~such ~~December 27~~that following the Merger, ~~2012~~the Company will be a wholly owned subsidiary of Boyd.

~~Effective~~Upon ~~December 11, 2015,~~ the ~~Company~~terms and ~~Aliante~~subject ~~Gaming~~to ~~entered into a new employment agreement with Mr. Schaffhauser (~~the ~~new~~conditions ~~“Schaffhauser~~of ~~Employment Agreement”). Pursuant to~~ the ~~Schaffhauser~~Merger ~~Employment~~ Agreement, ~~the~~Boyd ~~Company and Aliante Gaming agreed to employ Mr. Schaffhauser for an initial term of two years with an effective commencement date of December 9, 2015. The initial term~~ will bepay ~~automatically renewed~~ for ~~subsequent one-year terms unless~~ the ~~Schaffhauser~~benefit ~~Employment Agreement has been terminated in accordance with its terms or either party provides the other with notice~~ of ~~non-renewal~~holders ~~at least 90 days prior to the expiration~~ of the ~~then~~Company’s ~~applicable~~membership ~~term.~~interests ~~The Schaffhauser Employment Agreement provides for $275,000 per year~~ (~~“Base~~the ~~Salary~~“Units”), ~~and~~$400 amillion ~~performance bonus of up to forty percent (40%) of the Base Salary based upon the Company’s actual performance~~ in ~~relation to its budgeted performance for the relevant fiscal year~~cash, ~~subject~~minus to the ~~discretion~~amount of the ~~Board. 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~~outstanding ~~through~~indebtedness ~~December 31,~~and ~~2018,~~minus ~~(4)~~ the ~~termination~~amount 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~~Company ~~growth~~expenses ~~objectives and a five~~ (~~5) year~~such ~~vesting schedule~~amount, ~~commencing~~the on“Merger MrConsideration”). ~~Schaffhauser’s initial employment by Aliante Gaming.~~

~~The~~Pursuant ~~Schaffhauser~~to ~~Employment~~the Merger Agreement, ~~also~~upon ~~provides~~the ~~certain~~closing ~~additional~~of ~~benefits~~the Merger, each issued and ~~perquisites~~outstanding ~~made~~Unit ~~generally~~will ~~available~~automatically tobe cancelled and converted into the ~~management~~right to receive a portion of ~~Aliante~~the ~~Gaming~~Merger Consideration as allocated in accordance with the terms for distributions provided for in the Company’s Amended and Restated Operating Agreement, dated November 1, 2011.

InThe ~~the~~Merger ~~event~~Agreement ofand ~~termination~~the oftransactions ~~Mr. Schaffhauser’s~~contemplated ~~employment without cause~~thereby, ~~Mr. Schaffhauser~~including isthe ~~entitled~~Merger, towere aunanimously ~~termination~~approved ~~payment~~and ~~equal~~declared toadvisable ~~(i) the~~and ~~Base~~in ~~Salary which remains unpaid for~~ the ~~period~~best upinterests toof the ~~date~~Company ~~of termination (ii) an amount equal to one (1) year’s Base Salary,~~ and ~~(iii) a~~its ~~performance~~members ~~bonus,~~by ~~if applicable, prorated based upon~~ the ~~number~~board of ~~days~~managers of ~~his employment during~~ the ~~year~~Company ofand ~~termination. Mr. Schaffhauser~~unanimously ~~would~~approved ~~also~~by bethe ~~entitled~~board toof adirectors ~~long-term~~of ~~incentive payout if his employment is terminated without cause~~Boyd.

~~Pursuant~~The tocompletion of the ~~Schaffhauser~~Merger ~~Employment~~is ~~Agreement,~~subject ~~Mr. Schaffhauser has agreed~~ to ~~certain~~customary ~~restrictive~~conditions ~~covenants~~and ~~during~~ the ~~term~~receipt of ~~his~~all ~~employment~~required ~~and~~regulatory ~~for specified periods following termination~~approvals, including ~~but not limited to~~, ~~not~~among ~~divulging confidential information~~others, ~~non-competition~~approval ~~and~~by ~~non-solicitation.~~the ~~Mr. Schaffhauser~~Nevada ~~cannot~~Gaming ~~engage~~Commission inand ~~competition~~the ~~with~~expiration ~~Aliante Gaming,~~ or ~~own~~termination ~~any~~of ~~interest~~the inapplicable orwaiting ~~perform~~period ~~any~~under ~~services~~the ~~for~~Hart-Scott-Rodino ~~certain~~Antitrust ~~businesses~~Improvements ~~engaged~~Act inof ~~competition with Aliante Gaming~~1976, ~~within~~as aamended. ~~specified~~Subject ~~restricted~~to ~~area~~the ~~and~~satisfaction ~~during~~or awaiver ~~specified~~of ~~restriction~~conditions ~~period. In~~in ~~addition~~the ~~Mr. Schaffauser~~Merger ~~must~~Agreement, ~~assign~~the ~~all~~Company ~~intellectual~~currently ~~property~~anticipates ~~conceived~~the ortransaction ~~developed~~will byclose ~~Mr. Schaffhauser~~ during the ~~term~~third quarter of ~~his employment~~2016.

The ~~foregoing~~Merger ~~summary~~Agreement ofcontains ~~the~~customary ~~Schaffhauser~~representations, ~~Employment~~warranties ~~Agreement~~and ~~does~~covenants, ~~not~~including, ~~purport~~among toothers, becovenants, ~~complete~~that ~~and~~(i) isthe ~~subject~~Company will continue to operate its business in the ordinary course and ~~qualified~~substantially in ~~its~~accordance ~~entirety~~with bypast practice, (ii) the ~~full~~Company ~~text~~will ofnot solicit ~~such~~proposals ~~agreement~~regarding alternate transactions and not engage in discussions concerning, ~~which~~furnish isnon-public ~~attached~~information asin ~~Exhibit 10.8~~connection ~~hereto~~with or enter into any agreement with any third party concerning such alternative transactions and ~~incorporated~~(iii) ~~herein~~Boyd, byMerger ~~reference~~Sub and the Company will cooperate to make necessary regulatory filings and secure approvals.

~~ITEM~~The ~~9.01.~~Merger ~~Financial~~Agreement ~~Statements~~contains certain customary termination rights for both the Company and ~~Exhibits~~Boyd and further provides that, in connection with the termination of the Merger Agreement under specified circumstances, Boyd may be required to pay the Company a termination fee of $30,000,000.

~~(d) Exhibits.~~Additional Information

EXHIBIT NO.		DESCRIPTION
10.8		Executive Employment Agreement, among ALST Casino Holdco, LLC, Aliante Gaming, LLC and Robert Schaffhauser, effective December 11, 2015.

This communication is being made in respect of the proposed Merger involving the Company and Boyd. The Company will prepare an information statement (the “Information Statement”) for the holders of its Units describing the proposed Merger and containing the other information with respect to the Merger specified in Schedule 14C under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The full text of the Merger Agreement will be attached as an exhibit to the Information Statement. Holders of Units are urged to carefully read the Information Statement regarding the proposed Merger and any other relevant documents (including, without limitation, the Merger Agreement) in their entirety when they become available because they will contain important information about the proposed Merger. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website, http://sec.gov.

~~SIGNATURES~~ITEM 5.07 Submission of Matters to a Vote of Security Holders.

~~Pursuant~~Holders toof ~~the~~more ~~requirements~~than two-thirds (2/3) of the ~~Securities~~issued ~~Exchange~~and ~~Act~~outstanding ofUnits ~~1934~~(other than Incentive Units), executed written consents approving and adopting the ~~registrant~~Merger ~~has~~Agreement ~~duly~~and ~~caused~~the ~~this~~transactions ~~report~~contemplated tothereby. beNo ~~signed~~further onapproval ~~its~~of ~~behalf~~any byequityholders of the ~~undersigned~~Company ~~hereunto~~is ~~duly~~required ~~authorized~~to approve and adopt the Merger Agreement and the transactions contemplated thereby.

~~Dated: December 17,~~Important ~~2015~~Information Regarding Forward-Looking Statements.

~~ALST~~This ~~CASINO~~Current ~~HOLDCO~~Report on Form 8-K contains, ~~LLC~~or /may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, discussions regarding the pending acquisition of the Company, including regulatory matters, industry outlook and the Company’s/ ~~SOOHYUNG~~expectations ~~KIM~~regarding ~~Name:~~the ~~Soohyung~~performance ~~Kim~~of ~~Title~~its business, its future liquidity and capital resource needs, its strategic plans, and objectives. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Words such as “may,” “might,” “will,” “should,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future”, “potential,” “intend,” “seek to,” “plan,” “assume,” “believe,” “target,” “forecast,” “goal,” “objective,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements are subject to certain risks, uncertainties, and assumptions, including, but not limited to, the following: ~~CEO~~risks related to the Company’s leverage and ~~Secretary~~restrictions contained in its debt agreements; technological developments; competition; the Company’s sensitivity to reductions in discretionary consumer spending; the Company’s ownership of a single property; industry trends; potential conflicts of interest based on the economic interests of our key lenders and equity owners, regulatory changes; changes in energy prices, and other risks identified and discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on March 28, 2016, and in the other documents the Company files with the Securities and Exchange Commission from time to time. All statements in this release, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

SIGNATURES

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

Dated: April 26, 2016
		ALST CASINO HOLDCO, LLC



		/s/ SOOHYUNG KIM
		Name: Soohyung Kim
		Title: CEO and Secretary

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