Empire Resorts, Inc. (NASDAQ-GM:NYNY) (“Empire” and, together
with its subsidiaries, the “Company”) today announced that it has
commenced a rights offering for approximate gross proceeds of
$290,000,000. Empire has granted, at no charge to the holders of
record of its common stock and Series B Preferred Stock as of 5:00
p.m., New York City time, on January 4, 2016, the record date for
the rights offering, one transferable subscription right for each
0.4748644 shares of common stock owned, or into which the Series B
Preferred Stock is convertible, as more fully described in the
prospectus supplement relating to the rights offering. Each
subscription right entitles the holder to purchase one share of
common stock at a subscription price of $14.40 per share. In
addition, holders of subscription rights who fully exercise their
basic subscription rights are entitled to oversubscribe for
additional shares of common stock up to the number of shares
purchased pursuant to the exercise of their basic subscription
rights.
The subscription offering is expected to expire at 5:00 p.m.,
New York City time, on February 10, 2016, subject to extension or
earlier termination. The Company will not issue subscription rights
to acquire fractional shares of its common stock but rather will
round down the aggregate number of shares for which holders may
subscribe to the nearest whole share.
The subscription rights have been approved for listing on The
Nasdaq Stock Market under the symbol “NYNYR” (Cusip No. 292052123).
The subscription rights are expected to begin trading on the Nasdaq
Global Market on January 5, 2016, with such listing to continue
until 4:00 p.m., New York City time, on February 5, 2016, unless
the rights offering is earlier terminated or extended. As a result
of “due bill” trading procedures, we expect that the shares of the
Company’s common stock will trade with an entitlement to
subscription rights until an ex-dividend date has been established
by Nasdaq. We cannot assure you that a market for the subscription
rights will develop or, if a market does develop, of the prices at
which the subscription rights will trade or whether such market
will be sustainable throughout the period when the securities are
transferable.
The Company has entered into a standby purchase agreement with
Kien Huat Realty III Limited (“Kien Huat”), the Company’s largest
stockholder, whereby Kien Huat agreed (i) to exercise its basic
subscription rights to acquire approximately $30 million of our
common stock within ten (10) days of the commencement of the
rights offering with a closing proximate thereto and (ii) to
exercise the remainder of its basic subscription rights prior to
the expiration date of this rights offering. In addition, Kien Huat
has agreed that it will exercise all rights not otherwise exercised
by the other holders in the rights offering, which we refer to as
the standby purchase, upon the same terms as the other holders. The
Company will pay Kien Huat a backstop fee of $1,450,000 pursuant to
the standby purchase agreement. In addition, the Company will
reimburse Kien Huat for its expenses related to the standby
purchase agreement in an amount not to exceed $50,000. The
consummation of the transactions contemplated by the standby
purchase agreement is subject to customary closing conditions.
The net proceeds of the offering will be used for the expenses
relating to the (i) development of the Montreign Resort Casino, to
be located at the site of Adelaar (“Adelaar”), a four-season
destination resort planned for The Town of Thompson in Sullivan
County, New York, (ii) redemption of outstanding shares of Series E
Preferred Stock of the Company pursuant to an existing settlement
agreement and (iii) development of the golf course and
entertainment village that are part of the initial phase of Adelaar
and for the Company’s working capital purposes.
Shareholders who hold their shares directly
will receive a prospectus, together with a letter from the Company
describing the rights offering, a subscription rights certificate
and an IRS Form W-9. Shareholders who want to exercise their rights
should review all materials, properly complete and execute the
subscription rights certificate and deliver it and payment in full
to the subscription agent:
Continental Stock Transfer & Trust Company 17 Battery Place,
8th Floor New York, NY 10004 Attn: Corporate Actions Department
Telephone Number for Confirmation: (917) 262-2378
Holders of subscription rights whose shares are held in street
name through a broker, custodian bank or other nominee must
instruct their broker, custodian bank or nominee whether or not to
exercise subscription rights on their behalf. Shareholders who want
to obtain a separate subscription rights certificate should
promptly contact their broker, custodian bank or other nominee with
that request, although it is not necessary to have a physical
subscription rights certificate to elect to exercise rights if
shares are held in street name.
This release does not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of any
securities referred to in this press release in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. The rights offering
is being made only by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
A copy of the prospectus or further information with respect to
the rights offering may be obtained by contacting Morrow & Co.,
LLC, the Information Agent. Stockholders may contact Morrow &
Co., LLC by telephone at (855) 201-1081 and banks and brokerage
firms by telephone at (203) 658-9400. Morrow & Co., LLC may
also be reached by email at empire.info@morrowco.com.
About Empire Resorts
Empire Resorts, Inc. owns and operates, through its subsidiary
Monticello Raceway Management, Inc., the Monticello Casino and
Raceway, a harness racing track and casino in Monticello, N.Y., and
is 90 miles from midtown Manhattan. For additional information,
please visit www.empireresorts.com.
As a result of the award of a gaming facility license from the
New York State Gaming Commission, the Company, through its
subsidiary Montreign Operating Company, LLC, will begin
construction of Montreign Resort Casino – an 18-story casino, hotel
and entertainment complex with approximately 102 table games, 2,150
state of the art slot machines and 332 luxury rooms, which includes
12 penthouse suites, 8 garden suites and 7 two-story villas,
designed to meet 5-star and 5-diamond standards. For additional
information, please visit www.montreign.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20160104006499/en/
Empire Resorts, Inc.Charles Degliomini,
845-807-0001cdegliomini@empireresorts.com
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