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): May 31, 2012
AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
(Exact name of registrant as specified in its charter)
| Delaware | 000-52975 | 20-0573058 | ||
| (State of Incorporation) | (Commission | (I.R.S. Employer | ||
| 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)
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:
| 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 8.01. Other Events.
On May 31, 2012 American Casino & Entertainment Properties LLC (the “Company”) issued a press release announcing that the Company and ACEP Finance Corp., its wholly-owned subsidiary, intend to offer $310 million in aggregate principal amount of new senior secured notes due 2019 (“Notes”) 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 to non-US persons pursuant to Regulation S under the Securities Act. A copy of the Company’s press release issued on May 31, 2012 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.
(d) Exhibits
|
99.1
|
Press Release dated May 31, 2012. |
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: May 31, 2012
Exhibit 99.1
Offering of Senior Secured Notes of American Casino & Entertainment Properties LLC and ACEP Finance Corp.
LAS VEGAS, May 31, 2012 — American Casino & Entertainment Properties LLC (“ACEP”), announced today that ACEP and ACEP Finance Corp., its wholly-owned subsidiary, intend to offer $310 million in aggregate principal amount of new senior secured notes due 2019 (the “Notes”). ACEP will use the net proceeds from the offering, together with cash on hand and borrowings under a $50 million priority secured revolving credit facility it intends to enter into substantially concurrently with the closing of the offering of the Notes, to purchase any and all of its existing 11% Senior Secured Notes due 2014 (the “Existing Notes”) in a tender offer that it announced today and to redeem any Existing Notes that remain outstanding after the closing of the tender offer. The Notes will be guaranteed on a senior secured basis by all of ACEP’s wholly-owned domestic subsidiaries other than ACEP Finance Corp. and certain immaterial subsidiaries.
ACEP and ACEP Finance Corp. only plan to offer the Notes to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (“Securities Act”) and to non-US persons pursuant to Regulation S under the Securities Act.
The Notes and the guarantees thereof have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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.