Item 1.01. Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form
8-K
filed on January 30, 2017 by Empire Resorts, Inc.
(“Empire” and, together with its subsidiaries, the “Company”), on January 24, 2017 (the “Original Loan Closing Date”), Empire’s subsidiary, Montreign Operating Company, LLC (“Montreign Operating”
and, together with its subsidiaries, the “Development Parties”) entered into a Building Term Loan Agreement (the “Term Loan Agreement”), among Montreign Operating, the lenders from time to time party thereto, and Credit Suisse
AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Term Loan Administrative Agent”). The Term Loan Agreement provided loans to
Montreign Operating in an aggregate principal amount of $485,000,000 (the “Term Loan Facility”), consisting of $70,000,000 of Term A loans (“Term A Loan”) and $415,000,000 of Term B loans (“Term B Loan”). On the same
day, Montreign Operating entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with lenders from time to time party thereto, and Fifth Third Bank, as administrative agent, providing for loans or other extensions
of credit to be made to Montreign Operating in an aggregate principal amount of up to $15,000,000 (including a letter of credit
sub-facility
of $10,000,000) (the “Revolving Credit Facility”).
On May 26, 2017, the Company entered into the First Amendment to the Term Loan Agreement and certain ancillary agreements (the “Term Loan
Amendment”) to increase the aggregate principal amount of the Term B Loan by $35 million. The additional $35 million principal amount of the Term B Loan was priced at 99.75% of the principal amount, and was issued under substantially
the same terms and conditions with the existing Term Loan Facility, except the requirement to contribute additional equity to the Development Parties was reduced from $35 million to approximately $9.87 million, which reduction takes into
account approximately $600,000 of equity contributions made to the Development Parties since the Original Loan Closing Date. The additional equity of $9.87 million must be contributed to the Development Parties on or before December 31,
2017. The additional borrowings will be used to fund the Company’s development and operation of Resorts World Catskills, the entertainment village and golf course (collectively, the “Projects”), each of which will be located in
Sullivan County, New York. As amended, the Term Loan Facility now provides loans in the aggregate principal amount of $520,000,000, consisting of a $70,000,000 Term A Loan and a $450,000,000 Term B Loan.
Concurrently with the Term Loan Amendment, the Company amended the Revolving Credit Agreement (the “Revolving Credit Amendment” and together with
the Term Loan Amendment, the “Amendments”) to among other things, permit Montreign Operating to increase the aggregate principal amount of the Term B Loan under the Term Loan Amendment.
A copy of each of the Term Loan Amendment and the Revolving Credit Amendment is filed, respectively, as Exhibits 10.1 and 10.2 hereto and is incorporated
herein by reference, and the foregoing description of the Amendments are qualified in their entirety by reference thereto.