UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):	~~April~~August 2516, 2016
ALST CASINO HOLDCO, LLC
(Exact name of registrant as specified in its charter)

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On ~~April~~August 2516, 2016, ALST Casino Holdco, LLC’s (the “~~Company~~Holdco”) and its wholly-owned subsidiary, Aliante Gaming, LLC, a Nevada limited liability company (“Aliante Gaming” and with ~~the Company~~Holdco, the “~~Loan Parties~~Company”), ~~as borrower,~~ entered into a ~~Credit~~Termination, Waiver and Release Agreement (“~~Credit~~Termination Agreement”) with ~~Wells~~Robert ~~Fargo~~Schaffhauser ~~Bank, National Association~~ (the “~~Lender~~Employee”), asregarding ~~administrative~~the ~~agent~~termination ~~and lender, providing for a secured revolving loan facility in an aggregate principal amount~~ of ~~$50.0~~his ~~million~~employment (with the ~~“Revolving Loan Facility”). The~~ Company ~~guaranteed~~upon ~~the~~consummation ~~Revolving Loan Facility. The Revolving Loan Facility provides for three options to increase the principal amount~~ of the ~~Revolving~~proposed ~~Loan~~merger ~~Facility in an aggregate principal amount~~ of upBoyd toTCII ~~$20~~Acquisition,~~000,000.~~ ~~The~~LLC ~~Revolving Loan Facility will mature on April 24, 2021~~ (~~the~~ “~~Maturity~~Merger ~~Date~~Sub”) ~~and interest will accrue at (i) LIBOR or (ii) a base rate~~, ~~plus~~ a ~~margin~~wholly-owned ~~based~~subsidiary onof ~~the~~Boyd ~~Loan Parties’ total leverage ratio. Aliante~~ Gaming ~~borrowed~~Corporation, ~~the~~with ~~full~~and ~~$50.0~~into ~~million~~Holdco ~~under~~ (the ~~Revolving Loan Facility on April 25, 2016~~“Transaction”). The ~~Revolving~~Company ~~Loan~~is ~~Facility~~obligated ~~requires Aliante Gaming~~ to ~~make~~terminate ~~quarterly interest payments on any base rate loan and make interest payments at~~ the ~~end~~Employee's ofemployment ~~any~~agreement as ~~applicable~~a 3condition ~~month or 6 month interest period for any LIBOR loan. The Revolving Loan Facility shall be subject~~ to ~~mandatory quarterly reduction in revolving loan commitments commencing June 30, 2017 and at~~ the ~~end~~closing of ~~each calendar quarter thereafter. All outstanding principal and interest will be due on~~ the ~~Maturity Date~~Transaction.

~~The~~Subject ~~proceeds~~to (i) the due execution of the ~~Revolving~~Termination ~~Loan~~Agreement, ~~Facility~~(ii) ~~were~~the ~~principally~~Termination ~~used~~Agreement tobecoming ~~refinance~~irrevocable ~~existing~~and ~~indebtedness~~(iii) the consummation of the Transaction (collectively, asthe ~~described~~“Enforceability ~~further~~Conditions”) ~~above~~the ~~under~~Company ~~Item~~ will pay Employee a settlement amount in the amount of $1,650,000 plus Employee’s pro rata portion of Employee’s 2016 target bonus of $110,000, calculated based on the actual number of days elapsed in 2016 prior to the closing of the Transaction (collectively, the “Settlement Amount’) in a single lump sum less applicable withholding taxes.02 Employee’s current employment agreement will be terminated immediately prior to the closing of the Transaction and shall have no further force and effect other than Employee’s right to ~~pay~~be ~~fees~~indemnified, ~~commissions~~defended and ~~expenses~~/or ~~incurred~~held harmless as set forth in ~~connection~~the ~~with~~employment agreement. If the ~~Revolving~~Enforceability ~~Loan~~Conditions ~~Facility~~are not met then the Company will have no obligation to pay the Settlement Amount, Employee’s employment agreement will remain in full force and ~~other~~effect ~~general~~and ~~business~~Employee ~~purposes~~will ofremain employed by the Company.

~~The~~In ~~Revolving~~consideration ~~Loan~~of ~~Facility~~the ~~contains~~payment ~~customary events~~ of ~~default~~the ~~and~~Settlement ~~covenants~~Amount, ~~including~~Employee awill ~~financial~~release ~~covenant that requires~~ the ~~Borrower~~Company, toits ~~(a)~~direct ~~maintain~~and aindirect ~~leverage~~subsidiaries ~~ratio~~and ~~(defined~~affiliates inand ~~the~~their ~~Credit~~respective ~~Agreement)~~officers, ofdirectors, atpartners, ~~least (i) 4.00:1.00 until June 29~~shareholders, ~~2017~~members, ~~(ii) 3.75:1.00 from June 30~~employees, ~~2017~~agents toand ~~June~~direct ~~29,~~and ~~2018~~indirect ~~(iii)~~equity ~~3.50:1.00~~owners from ~~June~~any ~~30,~~and ~~2018~~all toclaims ~~June29~~whatsoever, ~~2019,~~other ~~(iv)~~than ~~3.00:1.00~~any ~~from~~claims ~~June~~relating ~~30, 2019~~ to ~~June~~Employee’s ~~29,~~right ~~2020 (v) 2.50:1.00 from June 30, 2020~~ to ~~June~~be 29indemnified, ~~2021,~~defended and ~~(vi)~~or ~~2.00:1.00~~held ~~from~~harmless ~~June~~up ~~30,~~to ~~2021,~~the ~~(b)~~date ~~have a minimum fixed charge coverage ratio at~~ the ~~end~~Termination ofAgreement ~~any~~becomes ~~fiscal quarter of not less than 1~~effective.~~05:1.00~~ ~~and~~Upon ~~(c)~~the aeffective ~~minimum~~date ~~adjusted EBITDA~~ of the ~~Loan~~Termination ~~Parties~~Agreement, atEmployee ~~the~~will ~~end~~waive ofall ~~any~~rights ~~fiscal~~and ~~quarter~~entitlement ofand ~~not~~claims ~~less~~relating ~~than~~to ~~$12.0 million. The Company~~Employee’s ~~obligations~~rights tounder ~~the~~his ~~Lender~~employment ~~are~~agreement ~~secured~~with ~~by substantially all of~~ the Company’s ~~assets~~except for indemnification.

The foregoing description of the ~~Revolving~~Termination ~~Loan~~Agreement ~~Facility~~is a summary and is qualified in its entirety by reference to the ~~text~~full terms of the ~~Credit~~Termination Agreement, which is attached as Exhibit 10.9 to this Current Report on Form 8-K asand ~~Exhibit~~is 10incorporated herein by reference.1.

Item 1.02. Termination of a Material Definitive Agreement

On April 25, 2016, ALST Casino Holdco, LLC and Aliante Gaming, LLC, used approximately $48.5 million of the proceeds of the Revolving Loan Facility (defined in Item 1.01 above) to prepay all indebtedness under the Credit Agreement dated as of November 1, 2011 among the Company and Aliante Gaming, the lenders named therein and Wilmington Trust, National Association, as Administrative Agent.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Reference 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.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

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.

10.9 Termination, Waiver and Release Agreement among ALST Casino Holdco, LLC, Aliante Gaming, LLC and Robert Schaffhauser dated August 16, 2016.

[Signature Page follows]

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.

	ALST Casino Holdco, LLC
Date: April 27, 2016	/s/ Robert Schaffhauser
Date: August 18, 2016	/s/ Robert Schaffhauser
	Name: Robert Schaffhauser Title: Chief Financial Officer

EXHIBIT 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.
10.9	Termination, Waiver and Release Agreement among ALST Casino Holdco, LLC, Aliante Gaming, LLC and Robert Schaffhauser dated August 16, 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.

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