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Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
October 21, 2011
Via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Manufacturing and Construction
100 F Street, N.E.
Washington, D.C. 20549-4631
ALST Casino Holdco, LLC
Registration Statement on Form 10
Ladies and Gentlemen:
On behalf of ALST Casino Holdco, LLC, a Delaware limited liability company (the Company) we
submit in electronic form for filing the accompanying Registration Statement (the Registration
Statement) on Form 10 of the Company, together with Exhibits, marked to indicate changes from
Amendment No. 1 (Amendment No. 1) to the Companys registration statement on Form 10 (File No.
000-54480) (the Original Registration Statement) as filed with the Securities and Exchange
Commission (the Commission) on September 23, 2011. The Company withdrew the Original
Registration Statement on October 7, 2011.
The Registration Statement reflects the responses of the Company to comments regarding
Amendment No. 1 received from the Staff of the Commission (the Staff) in an e-mail letter from
Sonia Barros, dated October 13, 2011 (the Comment Letter). The discussion below is presented in
the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in
this letter are used as defined in the Registration Statement. For your convenience, references in
the responses to page numbers are to the marked version of the Registration Statement.
The Company has asked us to convey the following as its responses to the Staff:
Chapter 11 Reorganization, page 2
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1. |
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We note your response to comment 16 in our letter dated September 6, 2011 and
your disclosure on page 4 that a condition to the consummation of the Plan is that all
actions necessary to implement the plan have been effected. Given your response to
our comment, please revise this section |
ALST Casino Holdco, LLC
Page 2
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to briefly elaborate on the corporate actions which still need to be effected in
order to consummate the Plan. |
Response to Comment 1
On the Effective Date, the Company will authorize the issuance of Common Units to
the Lenders in exchange for the Lenders contribution of New Aliante Equity to the Company. In
addition, the Company will elect managers to the Board of Managers. Please see revised disclosure on page 4 of
the Registration Statement.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Aliante Gaming
Overview, page 27
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2. |
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We note your response to comment 11 in our letter dated September 6, 2011 and
that you use EBITDA, internally, as one of your performance measures. Please note
that you should identify and discuss key performance measures, including non-financial
performance indicators, that management uses to manage the business and that would be
material to investors. See Section I.B of Commission Interpretive Release No. 33-8350
(2003). Given this, we reissue our prior comment. Please provide a discussion of
your key performance indicators or provide additional analysis as to why these
indicators are not useful to an investors understanding of your financial condition. |
Response to Comment 2
Please see revised disclosure on pages 26-28 and 30 of the Registration Statement.
Financial Statements
Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
3. Pro Forma Adjustments, page F-35
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3. |
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We note your adjustment h. Please revise your filing to disclose how this
amount is calculated. |
Response to Comment 3
Please see revised disclosure on page F-36 of the Registration Statement.
ALST Casino Holdco, LLC
Page 3
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4. |
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We note your adjustment j. Please tell us how you complied with Article 11
of Regulation S-K, or tell us how you determined it was appropriate to record an
adjustment for this item. Within your response, please ensure that you address how
this adjustment is directly attributable to the transaction, factually supportable and
has a continuing effect. |
Response to Comment 4
In response to the Staffs comment, the Company considered Article 11 of Regulation
S-X in the preparation of the pro forma financial statements. In accordance with Rule 11-02 under
Regulation S-X, pro forma financial information should provide information about the continuing
impact of a particular transaction by showing how it might have affected historical financial
statements if the transaction had been consummated at the beginning of the fiscal year presented.
The pro forma results presented for the six months ended June 30, 2011 have been prepared assuming
the Plan to be effective, and Aliante Gaming deemed to have emerged from bankruptcy, as of January
1, 2011. Reorganization items in the amount of $1.8 million reflected in the historical financial
statements for the six months ended June 30, 2011, represent direct third party costs, primarily
legal and advisory fees, incurred by Aliante Gaming after the Petition Date in connection with the
Restructuring Transaction and the Chapter 11 Case. The amounts included in reorganization items
are factually supportable by third party invoices. As a result, expenses for all reorganization
items of the Predecessor have been removed from the pro forma results as the reorganizational items
would have been incurred prior to the effective date and would not have a continuing impact on
operations.
Exhibits
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5. |
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We note your response to comment 5 in our letter dated September 6, 2011 and
that you are the beneficiary of several slot machine participation leases. To the
extent that these agreements are material, please file these agreements pursuant to
Item 601(b)(10) of Regulation S-K. |
Response to Comment 5
No individual slot machine participation
lease is viewed by the Company as a material contract. As a result, we have not included
such slot machine participation leases as exhibits to the Registration Statement pursuant
to Item 601(b)(10) of Regulation S-K.
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6. |
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It appears that you have not responded to comment 22 in our letter dated
September 6, 2011. Please provide a response to this comment in your next
correspondence. |
Response to Comment 6
On the Effective Date, Aliante Gaming will become a wholly-owned subsidiary of the
Company. The Company will have no other subsidiaries. We will
ALST Casino Holdco, LLC
Page 4
provide a list of subsidiaries pursuant to Item 601(b)(21) promptly following the Effective Date.
* * * *
If you have any questions concerning the above responses, please do not hesitate to contact
either the undersigned at (212) 373-3458 or K. Ruth Wahl at (212) 373-3675.
Sincerely,
/s/ Gregory A. Ezring
Gregory A. Ezring
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Soohyung Kim
ALST Casino Holdco, LLC |