8-K

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): August 11, 2009

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

(Exact name of registrant as specified in its charter)

Delaware	000-52975	20-0573058
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2000 Las Vegas Boulevard South, Las Vegas, NV 89104
(Address of principal executive offices)(Zip code)

(702) 380-7777

(Registrant’s telephone number, including area code)

 

(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:  

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))

TABLE OF CONTENTS

EX-99.1

Item 8.01 Other Events.

On August 11, 2009 American Casino & Entertainment Properties LLC. (the “Company”) issued a press release announcing that the Company and ACEP Finance Corp, its wholly-owned subsidiary, have priced an offering of $375 million in aggregate principal amount of 11% senior secured notes due 2014. Gross proceeds, after taking into account the original issue discount, will be $311.3 million. The notes will be sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act. A copy of the Company’s press release issued on August 11, 2009 pursuant to Rule 135c of the Securities Act is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed with this report:

Exhibit No.	Description
99.1	Press Release

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.

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC                          (Registrant)
By:	/s/ Edward W. Martin, III
	Edward W. Martin, III
	Chief Financial Officer and Treasurer

Date: August 12, 2009

EX-99.1

Exhibit 99.1

PRESS RELEASE

For Immediate Release

American Casino & Entertainment Properties, LLC and ACEP Finance Corp. Pricing of $375 Million of Senior Secured Notes

LAS VEGAS, Nev. — August 11, 2009 — American Casino & Entertainment Properties, LLC (“ACEP”) and ACEP Finance Corp. (together, with ACEP, the “Issuers”), have priced an offering of $375 million aggregate principal amount of 11% senior secured notes due 2014. Gross proceeds, after taking into account original issue discount, will be $311,250,000. The Issuers intend to use the proceeds from the offering to repay the existing senior secured term loan of ACEP and as a result of the notes offering such senior secured term loan will be repaid in full.

The notes will be jointly, severally and unconditionally guaranteed by all the direct and indirect subsidiaries of ACEP, other than ACEP Finance Corp., and, subject to limited exceptions, current and future domestic subsidiaries of ACEP. The notes and guarantees will be secured by a first-priority security interest in substantially all of ACEP’s and the guarantors’ assets (other than capital stock of ACEP’s subsidiaries and certain other excluded assets). The Issuers expect the offering to close on August 14, 2009, subject to customary closing conditions.

The notes will be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. ACEP’s actual results may differ materially from those set forth in any forward-looking statements due to a number of risks, uncertainties and other factors, as described in ACEP’s filings with the SEC. ACEP does not assume any obligation to update its forward-looking statements.