UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

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

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange ~~April~~Act ~~21,~~of ~~2016~~1934

		ALST CASINO HOLDCO, LLC
Date of Report (Date of earliest event reported):	April 25, 2016
(Exact name of registrant as specified in its charter)
ALST CASINO HOLDCO, LLC
Delaware			000-54480	45-2487922
(Exact name of registrant as specified in its charter)
(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

Delaware	000-54480	45-2487922

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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

Not applicable.
(Former name or former address, if changed since last report.)

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

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

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

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

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

~~ITEM~~Item 1.01. Entry into a Material Definitive Agreement.

On April 2125, 2016, ALST Casino Holdco, LLC’s (the “Company”) ~~entered~~wholly-owned ~~into~~subsidiary, anAliante ~~Agreement~~Gaming, ~~and~~LLC, ~~Plan~~a ofNevada ~~Merger~~limited liability company (“Aliante Gaming” and with the Company, the “~~Merger~~Loan Parties”), as borrower, entered into a Credit Agreement (“Credit Agreement”) with ~~Boyd~~Wells ~~Gaming~~Fargo ~~Corporation~~Bank, National Association (the “~~Boyd~~Lender”), ~~and~~as ~~Boyd~~administrative ~~TCII~~agent ~~Acquisition,~~and ~~LLC~~lender, providing for a ~~wholly~~secured ~~owned~~revolving ~~subsidiary~~loan facility in an aggregate principal amount of ~~Boyd~~$50.0 million (the “~~Merger~~Revolving ~~Sub~~Loan Facility”),. ~~pursuant~~The toCompany ~~which,~~guaranteed ~~subject~~the Revolving Loan Facility. The Revolving Loan Facility provides for three options to increase the ~~terms~~principal ~~and~~amount ~~conditions~~of ~~set~~the ~~forth~~Revolving ~~therein~~Loan Facility in an aggregate principal amount of up to $20,000,000. ~~Merger~~The ~~Sub~~Revolving ~~will~~Loan ~~merge~~Facility ~~with~~will ~~and~~mature ~~into~~on ~~the~~April ~~Company~~24, 2021 (the “~~Merger~~Maturity Date”) and interest will accrue at (i) LIBOR or (ii) a base rate, ~~with~~plus ~~the~~a ~~Company~~margin asbased on the ~~surviving~~Loan ~~entity,~~Parties’ ~~such~~total ~~that~~leverage ~~following~~ratio. Aliante Gaming borrowed the ~~Merger~~full $50.0 million under the Revolving Loan Facility on April 25, 2016. The Revolving Loan Facility requires Aliante Gaming to make quarterly interest payments on any base rate loan and make interest payments at the ~~Company~~end ~~will~~of any applicable 3 month or 6 month interest period for any LIBOR loan. The Revolving Loan Facility shall be asubject ~~wholly~~to ~~owned~~mandatory ~~subsidiary~~quarterly reduction in revolving loan commitments commencing June 30, 2017 and at the end of ~~Boyd~~each calendar quarter thereafter. All outstanding principal and interest will be due on the Maturity Date.

~~Upon~~The proceeds of the ~~terms~~Revolving ~~and~~Loan ~~subject~~Facility towere ~~the~~principally ~~conditions~~used ofto ~~the~~refinance ~~Merger~~existing ~~Agreement~~indebtedness, ~~Boyd~~as ~~will~~described ~~pay~~further ~~for~~above ~~the~~under ~~benefit~~Item 1.02 ofand ~~holders~~to ofpay ~~the~~fees, ~~Company’s~~commissions ~~membership~~and ~~interests~~expenses ~~(the~~incurred ~~“Units”) $400 million~~ in ~~cash,~~connection ~~minus~~with the ~~amount~~Revolving ofLoan ~~the~~Facility ~~Company’s outstanding indebtedness~~ and ~~minus~~other ~~the~~general ~~amount~~business purposes of ~~certain Company expenses (such amount,~~ the ~~“Merger Consideration”)~~Company.

~~Pursuant~~The Revolving Loan Facility contains customary events of default and covenants, including a financial covenant that requires the Borrower to (a) maintain a leverage ratio (defined in the ~~Merger~~Credit Agreement) of at least (i) 4.00:1.00 until June 29, ~~upon~~2017, ~~the~~(ii) ~~closing~~3.75:1.00 offrom ~~the~~June ~~Merger~~30, ~~each~~2017 ~~issued~~to ~~and~~June ~~outstanding~~29, ~~Unit~~2018 ~~will~~(iii) ~~automatically~~3.50:1.00 befrom ~~cancelled~~June 30, 2018 to June29, 2019, (iv) 3.00:1.00 from June 30, 2019 to June 29, 2020 (v) 2.50:1.00 from June 30, 2020 to June 29, 2021, and ~~converted~~(vi) ~~into~~2.00:1.00 from June 30, 2021, (b) have a minimum fixed charge coverage ratio at the ~~right~~end toof ~~receive~~any fiscal quarter of not less than 1.05:1.00 and (c) a ~~portion~~minimum adjusted EBITDA of the ~~Merger~~Loan ~~Consideration~~Parties asat ~~allocated~~the inend ~~accordance~~of ~~with~~any ~~the~~fiscal ~~terms~~quarter ~~for~~of ~~distributions~~not ~~provided~~less ~~for~~than in$12.0 ~~the~~million. The Company’s ~~Amended~~obligations ~~and~~to ~~Restated~~the ~~Operating~~Lender ~~Agreement,~~are ~~dated~~secured ~~November~~by 1,substantially ~~2011.~~all of the Company’s assets.

The ~~Merger~~foregoing ~~Agreement~~description ~~and~~of the ~~transactions~~Revolving ~~contemplated~~Loan ~~thereby,~~Facility ~~including~~is ~~the~~qualified ~~Merger,~~in ~~were~~its ~~unanimously~~entirety ~~approved~~by ~~and~~reference ~~declared~~to ~~advisable and in~~ the ~~best~~text ~~interests~~ of the ~~Company~~Credit ~~and~~Agreement, ~~its~~which ~~members~~is byattached ~~the~~to ~~board~~this ofCurrent ~~managers~~Report ofon ~~the~~Form ~~Company~~8-K ~~and~~as ~~unanimously~~Exhibit ~~approved by the board of directors of Boyd~~10. 1.

~~The~~Item completion of the Merger is subject to customary conditions and the receipt of all required regulatory approvals, including, among others, approval by the Nevada Gaming Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended1.02. ~~Subject~~Termination ~~to the satisfaction or waiver~~ of ~~conditions~~a inMaterial ~~the~~Definitive ~~Merger~~ Agreement~~, the Company currently anticipates the transaction will close during the third quarter of 2016.~~

~~The~~On ~~Merger~~April ~~Agreement~~25, ~~contains~~2016, ~~customary~~ALST ~~representations~~Casino Holdco, ~~warranties~~LLC and ~~covenants~~Aliante Gaming, ~~including~~LLC, ~~among~~used ~~others,~~approximately ~~covenants,~~$48.5 ~~that~~million ~~(i)~~of the ~~Company~~proceeds ~~will~~of ~~continue to operate its business in~~ the ~~ordinary~~Revolving ~~course~~Loan ~~and~~Facility ~~substantially~~(defined in ~~accordance~~Item ~~with~~1.01 ~~past practice, (ii~~above) ~~the~~to ~~Company~~prepay ~~will~~all ~~not solicit~~indebtedness ~~proposals~~under ~~regarding~~the ~~alternate~~Credit ~~transactions~~Agreement ~~and~~dated ~~not~~as ~~engage~~of inNovember ~~discussions concerning~~1, ~~furnish~~2011 ~~non-public~~among ~~information~~the inCompany ~~connection with or enter into any agreement with any third party concerning such alternative transactions~~ and ~~(iii)~~Aliante ~~Boyd~~Gaming, ~~Merger Sub and~~ the ~~Company~~lenders ~~will~~named ~~cooperate~~therein toand ~~make~~Wilmington ~~necessary~~Trust, ~~regulatory~~National ~~filings~~Association, ~~and~~as ~~secure~~Administrative ~~approvals~~Agent.

~~The~~Item ~~Merger~~2.03 ~~Agreement~~Creation ~~contains~~of ~~certain~~a ~~customary~~Direct ~~termination~~Financial ~~rights~~Obligation ~~for~~or ~~both~~an ~~the~~Obligation ~~Company~~under ~~and~~an ~~Boyd~~Off-Balance ~~and~~Sheet ~~further~~Arrangement ~~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.~~ Registrant

~~Additional~~Reference ~~Information~~is made to the information set forth in Item 1.01 of the Current Report on Form 8-K which is incorporated herein by reference.

~~This~~Item ~~communication is being made in respect of the proposed Merger involving the Company and Boyd~~9.01 ~~The~~Financial ~~Company~~Statements ~~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.Exhibits

2(d) Exhibits

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

10.1	Credit Agreement between the Aliante Gaming, LLC, as borrower and Wells Fargo Bank, National Association, as Administrative Agent and as a Lender dated April 25, 2016.

10.2	Security Agreement by Aliante Gaming, LLC and ALST Casino Holdco, LLC in favor of Wells Fargo Bank, National Association dated April 25, 2016.

10.3	Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Borrower in favor of First American Title Insurance Company, a California corporation, as trustee, for the benefit of Wells Fargo Bank, National Association dated April 25, 2016.

~~Holders~~[Signature ofPage more than two-thirds (2/3) of the issued and outstanding Units (other than Incentive Units), executed written consents approving and adopting the Merger Agreement and the transactions contemplated thereby. No further approval of any equityholders of the Company is required to approve and adopt the Merger Agreement and the transactions contemplated thereby.follows]

Important Information Regarding Forward-Looking Statements.

This Current Report on Form 8-K contains, 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 expectations regarding the performance of 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: risks related to the Company’s leverage and 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
		ALST CASINO HOLDCO, LLC
Date: April 27, 2016	/s/ Robert Schaffhauser
		/s/ SOOHYUNG KIM
	Name: Robert Schaffhauser Title: Chief Financial Officer
		Name: Soohyung Kim
		Title: CEO and Secretary

4EXHIBIT INDEX

Exhibit No.	Description

10.1	Credit Agreement between the Aliante Gaming, LLC, as borrower and Wells Fargo Bank, National Association, as Administrative Agent and as a Lender dated April 25, 2016.

10.2	Security Agreement by Aliante Gaming, LLC and ALST Casino Holdco, LLC in favor of Wells Fargo Bank, National Association dated April 25, 2016.

10.3	Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing made by Borrower in favor of First American Title Insurance Company, a California corporation, as trustee, for the benefit of Wells Fargo Bank, National Association dated April 25, 2016.

Filing Compare · ALST Casino Holdco, LLC