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): June 11, 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 June 11, 2012, American Casino & Entertainment Properties LLC and ACEP Finance Corp. (together, the “Company”) issued a press release announcing the postponement of pricing of their previously announced offering of senior secured notes due 2019 and the termination of their previously announced tender offer for their outstanding 11% Senior Secured Notes due 2014. A copy of the Company’s press release issued on June 11, 2012 is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
99.1
|
Press Release dated June 11, 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: June 11, 2012
Exhibit 99.1
American Casino & Entertainment Properties LLC and ACEP Finance Corp. Announce Postponement of Proposed Offering of Senior Secured Notes and Termination of Tender Offer
Las Vegas, June 11, 2012 -- /PRNewswire/ -- American Casino & Entertainment Properties LLC and ACEP Finance Corp. (together, the “Company”) have postponed pricing of their previously announced offering of senior secured notes due 2019 (the “Notes”) and terminated their previously announced tender offer for their outstanding 11% Senior Secured Notes due 2014 (the “Existing Notes”) due to market conditions, though the Company continues to monitor market conditions in connection with the pricing of the offering.
As further detailed in the Offer to Purchase and the related Letter of Transmittal, each dated May 31, 2012, the tender offer was subject to certain conditions, including the consummation of one or more financings on terms acceptable to the Company in its sole discretion (the “Financing Condition”). As a result of the postponement of pricing of the offering of the Notes, the Company has determined the Financing Condition will not be satisfied.
Any Existing Notes that have been tendered will be promptly returned to holders without any action required on the part of the holders.
This press release is for information purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Questions regarding the tender offer may be directed to Global Bondholder Services Corporation at (866) 873-6300 (toll free) or (212) 430-3774 (collect).
Cautionary Statement on Forward-Looking Statements
This news release may contain “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in the Company’s filings with the SEC. The Company disclaims any obligation to update or revise any forward-looking statements.
About American Casino & Entertainment Properties LLC
American Casino & Entertainment Properties LLC owns and operates four gaming and entertainment properties in Clark County, Nevada. The four properties are the Stratosphere Casino Hotel & Tower, which is located on the Las Vegas Strip and caters to visitors to Las Vegas, two off-Strip casinos, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder, which cater primarily to residents of Las Vegas and the surrounding communities, and the Aquarius Casino Resort in Laughlin, Nevada, which caters to visitors to and residents of Laughlin.