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)

May 19, 2010

CLST Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-22972	75-2479727
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

17304 Preston Road, Suite 420

Dallas, Texas, 75252

 (Address of principal executive offices including Zip Code)

(972) 267-0500

(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.04.Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed in its Form 8-K filed on May 19, 2010 (“Prior 8-K”), on May 13, 2010, CLST Holdings, Inc. (the “Company”) received a notice of default from Fortress Credit Corp. (“Fortress”) stating that an event of default had occurred and was continuing under the Trust II Credit Agreement (as defined in the Prior 8-K).

On May 19, 2010, the Company received an amended notice of default from Fortress (the “Default Notice”) specifying that, as a consequence of the event of default, the Termination Date (as defined in the Trust II Credit Agreement) had occurred and the outstanding loan balance and other aggregate unpaids under the Trust II Credit Agreement will bear interest at the default rate  The Default Notice is furnished herewith in its entirety as Exhibit 99.1.  We are reviewing the matters described in the Default Notice, and have not formed an opinion as to whether a default under the Trust II Credit Agreement has occurred and remains uncured.

Due to the alleged default under the Trust II Credit Agreement, the interest rate payable by Trust II (as defined in the Prior 8-K) has increased by an additional 2% per annum, and Fortress is entitled to accelerate and declare immediately due all of Trust II’s obligations under the Trust II Credit Agreement.  In addition, if a default under the Trust II Credit Agreement exists and is continuing, Fortress is entitled to foreclose on the assets of Trust II and sell them to satisfy amounts due it under the Trust II Credit Agreement.  Trust II’s obligations to Fortress under the Trust II Credit Agreement are non-recourse to the Company and only Trust II is liable for amounts due Fortress under the Trust II Credit Agreement. Thus, although the Company could lose some or all of its investment in Trust II, the Company is not obligated to pay any amounts due Fortress under the Trust II Credit Agreement.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

99.1 Default Notice dated May 19, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLST HOLDINGS, INC.
Dated: May 25, 2010	By:	/s/ Robert A. Kaiser
		Robert A. Kaiser
		President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

	1345 AVENUE OF THE AMERICAS
	46TH FLOOR
	NEW YORK, NY 10105
	TEL 212 798-6100

May 19, 2010

VIA FACSIMILE AND OVERNIGHT MAIL

CLST ASSET TRUST II

17304 Preston Road, Suite 420

Dallas, Texas 75252

Re: Notice of Default, Termination Date and Imposition of Default Rate

Ladies and Gentlemen:

Reference is made herein to that certain Second Amended and Restated Revolving Credit Agreement, dated as of December 10, 2008 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among CLST Asset Trust II, a Delaware statutory trust, as a borrower (the “Borrower”), FCC Finance LLC, as the servicer (the “Servicer”), the Lenders party thereto, Fortress Credit Corp. (“Fortress”), and as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), U.S. Bank National Association, as the Collateral Custodian and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the Backup Servicer. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

We hereby call to your attention that, as of April 30, 2010, an Event Default has occurred and is continuing pursuant to Section 10.1(o) of the Credit Agreement as a result of the three-month rolling average Class A Default Ratio as of such date, which was 6.10%, exceeding 5.0%.

This letter is intended to and shall constitute notice to you that, as a consequence of the foregoing Event of Default, and pursuant to Section 10.2(a), the Termination Date has occurred as of the date hereof. Under the terms of the Credit Agreement and the other Transaction Documents, the occurrence of the Termination Date entitles the Administrative Agent, for the benefit of the Secured Parties, to exercise any and all of the rights and remedies provided in the Credit Agreement, the Securities Account Control Agreement and other Transaction Documents as set forth therein and/or as provided for under applicable law, including without limitation, declaring the Variable Funding Note to be immediately due and payable in full without presentment, demand, protest or notice of any kind and enforcing all rights and remedies with respect to the Collateral. We further notify you that, effective as of the date hereof, the Outstanding Loan Balance and other Aggregate Unpaids shall bear interest at the Default Rate.

Fortress hereby reserves its ability to exercise any of its rights, powers, privileges or remedies authorized or permitted under the Credit Agreement, the Securities Account Control Agreement or any other Transaction Document and/or applicable law, at any time in its sole and absolute discretion. No delay by Fortress in the exercise of any right, power, privilege or remedy against the Borrower or against any Collateral shall constitute or be deemed a waiver of any such

right, power, privilege or remedy, each of which is and shall be expressly reserved. Furthermore, any prior or current discussions (oral and written) or course of conduct between Fortress, on the one hand, and the Borrower, on the other hand, is not and has not been intended to constitute a waiver of any such rights, powers, privileges or remedies, or an amendment of the Credit Agreement, the Securities Account Control Agreement or any other Transaction Document.

Notwithstanding the foregoing, Fortress, as it continues to evaluate the situation, expects and requires the Borrower to timely comply with its respective duties and obligations under the provisions of the Credit Agreement and the other Transaction Documents.

Should you have any questions concerning the above, please contact DeWayne Chin at (212) 515-4659.

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Very truly yours,
FORTRESS CREDIT CORP.
By:	/s/ CONSTANTINE M. DAKOLIAS
Name:	CONSTANTINE M. DAKOLIAS
Title:	PRESIDENT

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