0000903423-12-000100.txt : 20120214 0000903423-12-000100.hdr.sgml : 20120214 20120214162839 ACCESSION NUMBER: 0000903423-12-000100 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALST Casino Holdco, LLC CENTRAL INDEX KEY: 0001527705 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 452487922 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86660 FILM NUMBER: 12610376 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 302-636-5401 MAIL ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG ALST VoteCo, L.L.C. CENTRAL INDEX KEY: 0001542241 IRS NUMBER: 452401863 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G 1 tpgalstcasino-13g.htm Unassociated Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13G

(Amendment No. __)*

 
Under the Securities Exchange Act of 1934
 
 
                       ALST Casino Holdco, LLC                          
(Name of Issuer)
 
       Common Units, no par value    
(Titles of Class of Securities)
 
                                Not Applicable                                     
(CUSIP Number)
 
                           December 31, 2011                            
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 


CUSIP No. N/A
13G
  
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG ALST VoteCo, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
85,086
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
- 0 -
WITH:
8
SHARED DISPOSITIVE POWER
85,086
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 85,086
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
19.7% (1)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
 
(1) Based on a total of 432,004 shares of Common Units outstanding as of December 14, 2011 as reported on the Issuer’s Form 10Q/A dated February 1, 2012.
 
 

 
 
 

CUSIP No. N/A
13G
  
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Bonderman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
85,086
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
- 0 -
WITH:
8
SHARED DISPOSITIVE POWER
85,086
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 85,086
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
19.7% (2)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
 
(2) Based on a total of 432,004 shares of Common Units outstanding as of December 14, 2011 as reported on the Issuer’s Form 10Q/A dated February 1, 2012.

 
 
 


CUSIP No. N/A
13G
  
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James G. Coulter
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
85,086
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
- 0 -
WITH:
8
SHARED DISPOSITIVE POWER
 
85,086
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
85,086
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 19.7% (3)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT

(3) Based on a total of 432,004 shares of Common Units outstanding as of December 14, 2011 as reported on the Issuer’s Form 10Q/A dated February 1, 2012.
 
 

 
 
 

 
Item 1(a).
  Name of Issuer:
   
 
ALST Casino Holdco, LLC (the “Issuer”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
2711 Centerville Road, Suite 400, Wilmington, DE 19808.
 
   
Item 2(a).
 Name of Person Filing:
   
 
This Schedule 13G is being filed jointly on behalf of TPG ALST VoteCo, L.L.C., a Delaware limited liability company (“VoteCo”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
 
Messrs. Bonderman and Coulter are the managing members of VoteCo, which is the managing member of TPG ALST HoldCo, L.L.C. (“HoldCo”), a Delaware limited liability company, which directly holds the shares of Common Units of the Issuer (the “Shares”) reported herein. Because of VoteCo’s relationship to HoldCo, the Reporting Persons may be deemed to beneficially own the Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
The principal business address of each of the Reporting Persons is as follows:
 
c/o TPG Global, LLC
301 Commerce Street, Suite 3300
Forth Worth, Texas 76102
 
Item 2(c).
Citizenship:
 
See responses to Item 4 on each cover page.
   
Item 2(d).
Title of Class of Securities:
 
Common Units, no par value (“Common Units”).
   
Item 2(e).
CUSIP Number:
 
Not Applicable.
   
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   
(a)
  
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
     
(b)
  
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)
  
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)
  
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)
  
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)
  
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
(g)
  
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
(h)
  
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
 
(i)
  
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
(j)
  
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
(k)
  
Group in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
 
 
 
 
 
 
Item 4. Ownership.
   
(a)
Amount Beneficially Owned:
 
See responses to Item 9 on each cover page.
   
(b) Percent of Class:
   
 
See responses to Item 11 on each cover page.
   
(c) Number of shares as to which such person has:
       
  (i)    Sole power to vote or to direct the vote:
   
See responses to Item 5 on each cover page.
     
  (ii)    Shared power to vote or to direct the vote:
    See responses to Item 6 on each cover page.
     
  (iii)    Sole power to dispose or to direct the disposition of:
   
See responses to Item 7 on each cover page.
     
  (iv)    Shared power to dispose or direct the disposition of:
   
See responses to Item 8 on each cover page.
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
   
 
 
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not Applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
See response to Item 2(a) above.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.
   
Item 9.
Notice of Dissolution of Group.
   
  Not Applicable. 
   
Item 10.
 Certifications.
   
 
Not Applicable. 
 

 
 
 


 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 14, 2012
 
   
   
 
TPG ALST VoteCo, L.L.C.
 
By: /s/ Matthew Dillard
Name:  Matthew Dillard
Title:    Vice President
 
 
David Bonderman
   
 
By: /s/ Ronald Cami    
  Name:   Ronald Cami, on behalf of David Bonderman (4)
     
 
James G. Coulter
   
 
By: /s/ Ronald Cami    
  Name:   Ronald Cami, on behalf of James G. Coulter (5)
     
 
 
 
_______________
 
(4) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Form 13D filed by Mr. Bonderman  on  July 26, 2010 (SEC File No. 005-43571).      
 
(5) Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Form 13D filed by Mr. Coulter on July 26, 2010 (SEC File No. 005-43571).
 

 
 
 

 
Exhibit Index
 
Exhibit 1
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.
 
 

EX-1 2 tpgalstcasinoex1-13g.htm Unassociated Document

 

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 14th day of February 2012, by and among TPG ALST VoteCo, L.L.C., David Bonderman and James G. Coulter.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended.  Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
 
Dated:  February 14, 2012
 
TPG ALST VoteCo, L.L.C.


By: /s/ Matthew Dillard
Name:  Matthew Dillard
Title:    Vice President


By: /s/ Ronald Cami     
Name:  Ronald Cami, on behalf of David Bonderman (1)

 
By: /s/ Ronald Cami     
Name:  Ronald Cami, on behalf of James G. Coulter (2)



_______________
 
(1) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Form 13D filed by Mr. Bonderman on July 26, 2010 (SEC File No. 005-43571).
 
(2) Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Form 13D filed by Mr. Coulter on July 26, 2010 (SEC File No. 005-43571).