(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies
are to be sent.
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 (“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.
292052107
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|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
Kien Huat Realty III Limited
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|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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|
|
|
4.
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Source of Funds (See Instructions)
|
AF
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|
|
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
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|
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6.
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Citizenship or Place of Organization
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Isle of Man
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
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0
|
|
8.
|
Shared Voting Power
|
31,864,606
(1)
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|
9.
|
Sole Dispositive Power
|
0
|
|
10.
|
Shared Dispositive Power
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
30,864,606
(1)
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
X
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|
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13.
|
Percent of Class Represented by Amount in Row (11)
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85.30%
(2
)
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14.
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Type of Reporting Person (See Instructions)
|
CO
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1
This includes 28,914,606
shares of common stock, par value $.01 per share (the “Common Stock”), of Empire Resorts, Inc. (the “Issuer”)
and 2,950,000 shares of Common Stock into which the Series F Preferred Stock (the “Preferred Stock”) beneficially
owned by the reporting person can currently be converted.
2
Calculated on the basis
of a total of 34,413,459 shares of Common Stock outstanding as of May 7, 2019, as reported by the Issuer in
its
Quarterly Report on Form 10-Q filed on May 8, 2019 (the “10-Q”), 2,390 shares of Common Stock into which the Series
B Preferred Stock can be converted, and 2,950,000 shares of Common Stock into which the Preferred Stock beneficially owned by
the reporting persons can currently be converted.
CUSIP No.
292052107
|
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
4.
|
Source of Funds (See Instructions)
|
AF
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
|
6.
|
Citizenship or Place of Organization
|
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
31,864,606
(3)
|
|
9.
|
Sole Dispositive Power
|
0
|
|
10.
|
Shared Dispositive Power
|
31,864,606
(3)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
31,864,606
(3)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
X
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
85.30%
(4)
|
|
|
14.
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Type of Reporting Person (See Instructions)
|
IN
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3
This includes
28,914,606 shares of Common Stock and 2,950,000 shares of Common Stock into which the Preferred Stock beneficially owned by
the reporting person can currently be converted.
4
Calculated on the
basis of a total of 34,413,459 shares of Common Stock outstanding as of May 7, 2019, as reported by the Issuer in its
Quarterly Report on Form 10-Q filed on May 8, 2019 (the “10-Q”),
2,390
shares of Common Stock into which the Series B Preferred Stock can be converted, and 2,950,000 shares of Common Stock into
which the Preferred Stock beneficially owned by the reporting persons can currently be converted
.
This Amendment No. 23 (this “Amendment No. 23”) amends and supplements the Schedule 13D filed
by Kien Huat Realty III Limited (“Kien Huat”) and Lim Kok Thay (together with Kien Huat, the “Reporting Persons”)
with the Securities and Exchange Commission on August 27, 2009, as previously amended (the “Schedule 13D”), relating
to the Common Stock of the Issuer. All capitalized terms used in this Amendment No. 23 and not otherwise defined herein have the
meanings ascribed to such terms in the Schedule 13D.
Items
4, 5, 6 and 7 are
hereby amended and supplemented to add the
following:
Item
4. Purpose of Transaction
On
May 7, 2019, the Issuer and Kien Huat entered into an amendment (the “Kien Huat Commitment Letter Amendment”) to the
Amended and Restated Commitment Letter (as defined in Amendment No. 20 to the Schedule 13D) to accelerate the schedule on which
Kien Huat will purchase additional shares of Preferred Stock. In particular Kien Huat agreed as follows: (i) to increase its commitment
to purchase up to $20 million no earlier than May 15, 2019 to up to $27 million by such date; (ii) to accelerate its commitment
to purchase up to an incremental $15 million to no earlier than June 17, 2019; and (iii) to maintain its commitment to purchase
up to $15 million by August 15, 2019 and up to $37 million by November 15, 2019, respectively. Accordingly, Kien Huat accelerated
its commitment to purchase up to the Maximum Amount (as defined in Amendment No. 19 to the 13D) from March 15, 2020 to November
15, 2019. Other than the acceleration of the schedule, all other terms of the Amended and Restated Commitment Letter remain unchanged.
On
May 21, 2019, pursuant to the Amended and Restated Commitment Letter, as amended by the Kien Huat Commitment Letter Amendment,
the Issuer requested that Kien Huat subscribe for 270 shares of the Preferred Stock for consideration of $100,000 per share, in
the aggregate amount of $27,000,000 (the “Issuance”). On May 21, 2019, the Issuer and Kien Huat entered into a subscription
agreement in connection with the Issuance.
Item
5. Interest in Securities of the Issuer
The
disclosure set forth under Item 4 of this Amendment No. 23 is incorporated herein by reference.
(a-b) As of the date hereof, the Reporting Persons
,
as a result of the Issuance, may be deemed to share beneficial ownership of
31,864,606
shares of Common Stock, representing approximately
85.30
%
of the outstanding Common Stock (calculated
on the basis of a total of 34,413,459 shares of Common Stock outstanding as
of May 7, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 8, 2019, 2,390 shares of Common Stock
into which the Series B Preferred Stock can be converted, and 2,950,000 shares of Common Stock into which the Preferred Stock
beneficially owned by the reporting persons can currently be converted
.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The
disclosure set forth under Item 4 of this Amendment No. 23 is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
|
Exhibit 17
|
|
Amendment, dated May 7, 2019,
to the Commitment Agreement by and between Kien Huat Realty III Limited and Empire Resorts, Inc. as amended and restated
by the Amended and Restated Commitment Agreement, dated as of November 9, 2018, by and between Kien Huat Realty III Limited
and Empire Resorts, Inc.
|
|
Exhibit 18
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Subscription Agreement, dated
as of May 21, 2019, by and between Kien Huat Realty III Limited and Empire Resorts, Inc.
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
May 21, 2019
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Kien Huat Realty III Limited
By:
/s/ Gerard Lim
Name: Gerard Lim
Title: Director
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/s/ Lim Kok Thay by Gerard Lim
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Lim Kok Thay
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EX
H
I
B
IT
I
NDEX
Exhibit
Index
|
|
Description
|
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E
x
hibit 1
|
|
J
oint Filing
A
gr
e
ement, dated as of A
u
gust 27, 2
0
09,
b
y and
b
etw
e
en Lim Kok Th
a
y and Kien Huat
Re
al
t
y III Limited.
|
|
|
|
|
|
E
x
hibit 2
|
|
In
v
estment
A
gr
e
ement,
d
ated as of A
u
gust 19, 20
0
9,
b
y and
b
etw
e
en Empi
r
e
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Limited (i
n
corpora
t
ed
b
y r
e
fe
r
ence
t
o E
x
hibit 10.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on A
u
gust 19,
2
009).
|
|
|
|
|
|
E
x
hibit 3
|
|
S
tockholder Voting
A
gr
e
ement, dated as
o
f A
u
gu
s
t 19, 2009,
b
y and among Empire
R
esorts, I
n
c., Kien H
u
at
R
eal
t
y III Limited and t
h
e stockholders s
i
gnato
r
y thereto (incorpora
t
ed
b
y r
e
fe
r
en
c
e to E
x
hibit 10.3 to the Current
R
eport on Form 8
-
K filed
b
y the Iss
u
er on A
u
gust 19, 2009).
|
|
|
|
|
|
E
x
hibit 4
|
|
Registration
R
ights
A
gr
e
ement, dated as
o
f A
u
gu
s
t 19, 2009,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Limited (i
n
corpora
t
ed
b
y r
e
fe
r
ence
t
o E
x
hibit 10.2 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on A
u
gust 19,
2
009).
|
|
|
|
|
|
E
x
hibit 5
|
|
Custo
d
y
A
gr
e
ement, dat
e
d as of A
u
gust 19, 2009,
b
y and
b
etw
e
en Kien H
u
at
R
eal
t
y III Limited and
J
P
Morg
a
n
C
hase
B
ank, National Association, as
C
ustodian (incorpora
t
ed
b
y r
e
fe
r
en
c
e to E
x
hibit 5 to
S
chedule 13D filed on A
u
gust 2
7
, 2009).
|
|
|
|
|
|
E
x
hibit 6
|
|
S
tand
b
y
P
urc
h
ase
A
g
r
e
e
ment dated as of A
p
ril 12, 2013,
b
y and
b
etw
e
en
E
mpire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 6 to Amendment No. 8 to
S
chedule 13D filed on A
p
ril 15, 2013).
|
|
|
|
|
|
E
x
hibit 7
|
|
S
tand
b
y
P
urc
h
ase
A
g
r
e
e
ment dated as of
J
anua
r
y 2, 2015,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 99.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on
J
anua
r
y 5,
2
015).
|
|
|
|
|
|
E
x
hibit 8
|
|
Stand
b
y
P
urc
h
ase
A
g
r
e
e
ment dated as of
December 31,
2015,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 99.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on
J
anua
r
y 4,
2
016).
|
|
|
|
|
|
Exhibit 9
|
|
Letter
A
g
r
e
e
ment dated February 17, 2016,
b
y and
b
etw
e
en Empire
R
esorts, I
n
c. and K
i
en
H
uat
R
eal
t
y III Ltd. (i
n
co
r
porated
b
y
r
ef
e
ren
c
e to
Ex
hibit 4.1 to the
C
urrent
R
ep
o
rt on Form 8-K filed
b
y the Issuer on
February 18
,
2
016).
|
|
|
|
|
|
Exhibit 10
|
|
Note Exchange Agreement, dated as of December 28, 2017, among Empire Resorts, Inc., Montreign Holding Company, LLC, and Kien Huat Realty III Limited (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by the Issuer on January 3, 2018).
|
|
|
|
|
|
Exhibit 11
|
|
Amendment to Commitment Agreement, dated as of December 28, 2017, by and between Empire Resorts, Inc., and Kien Huat Realty III Limited (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on January 3, 2018).
|
|
|
|
|
|
Exhibit 12
|
|
Amendment to Letter Agreement, dated as of December 28, 2017, by and between Empire Resorts, Inc., and Kien Huat Realty III Limited (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Issuer on January 3, 2018).
|
|
|
|
|
|
Exhibit 13
|
|
Commitment Agreement by and between Kien Huat Realty III Limited and Empire Resorts, Inc. as amended and restated by the Amended and Restated Commitment Agreement, dated as of November 9, 2018, by and between Kien Huat Realty III Limited and Empire Resorts, Inc.
|
|
Exhibit 14
|
|
Subscription Agreement, dated as of November 13, 2018, by and between
Kien Huat Realty III Limited and Empire Resorts, Inc.
|
|
Exhibit 15
|
|
Amended and Restated Certificate of Designations for the Series
F Convertible Preferred Stock, dated as of November 9, 2018,
|
|
Exhibit 16
|
|
Subscription Agreement, dated as of February 20, 2019,
by and between Kien Huat Realty III Limited and Empire Resorts, Inc. (incorporated by reference to Exhibit 10.1 of the Current
Report on Form 8-K filed by the Issuer on February 20, 2019)
|
|
Exhibit 17
|
|
Amendment, dated May 7, 2019, to the
Commitment Agreement by and between Kien Huat Realty III Limited and Empire Resorts, Inc. as amended and restated by the Amended and Restated Commitment Agreement, dated as of November 9, 2018, by and between Kien Huat Realty III Limited and Empire Resorts, Inc.
|
|
Exhibit 18
|
|
Subscription Agreement, dated as of
May
21, 2019, by and between Kien Huat Realty III Limited and Empire Resorts, Inc.
|