Empire Resorts Announces Closing of Rights Offering & Backstop Purchase for Approximate Gross Proceeds of $290 Million, Conve...
February 18 2016 - 8:00AM
Business Wire
Empire Resorts, Inc. (NASDAQ-GM:NYNY) (the “Company”) announced
its rights offering (the “Rights Offering”) and standby purchase of
shares not sold in the Rights Offering, which generated
approximately $290 million in gross proceeds for the Company closed
on Wednesday, February 17, 2016. The Company issued a total of
20,138,888 shares of common stock at $14.40 per share. This
includes 176,086 shares issued to holders upon exercise of their
basic subscription rights and 13,136,817 shares issued to Kien Huat
Realty III Limited (“Kien Huat”), our largest stockholder, upon
exercise of its basic subscription rights. Kien Huat also acquired
the remaining 6,825,985 shares not sold in the Rights Offering
pursuant to the terms of a standby purchase agreement. The Company
paid Kien Huat a fee of $1,450,000 for its commitment pursuant to
the standby purchase agreement and reimbursed Kien Huat for its
expenses related to the standby purchase agreement in an amount of
$50,000.
The Company anticipates using the net proceeds of the Rights
Offering towards the development of Montreign Resort Casino (the
“Casino Project”), to redeem the Series E Preferred Stock of the
Company, towards the development of the Golf Course and
Entertainment Village that, along with the Casino Project, are part
of the initial phase of the Adelaar project, and towards the
working capital needs of the Company.
Upon consummation of the Rights Offering, a $17.4 million
convertible note held by Kien Huat was converted into 1,332,058
shares of common stock of the Company in accordance with the
conversion provisions of such note (the “Note Conversion”). After
giving effect to the Rights Offering and Note Conversion, Kien Huat
owns approximately 88.7% of the outstanding shares of the Company's
common stock.
As a result of Kien Huat’s increased proportionate ownership
following the consummation of the Rights Offering and the Note
Conversion, at the request of the Company, Kien Huat and the
Company entered a letter agreement today, pursuant to which Kien
Huat has agreed neither it nor its affiliates (Kien Huat together
with its affiliates, the “Kien Huat Parties”) will take certain
actions in furtherance of a “going-private” transaction involving
the Company unless such transaction is subject to the approval of
(x) a majority of the voting stock of the Company held by
stockholders other than the Kien Huat Parties and (x) either (A) a
majority of disinterested members of the Board of Directors of the
Company (the “Board”) or (y) a committee of the Board composed of
disinterested members of the Board. In addition, the Company and
Kien Huat have agreed to cooperate to ensure that, to the greatest
extent possible, the Board includes no fewer than three (3)
independent directors. The terms of this letter agreement shall be
valid beginning immediately and terminating on the earlier of (i)
the three year anniversary of the closing of the Rights Offering
and (ii) the one year anniversary of the opening of the Casino
Project.
Cautionary Statement Regarding Forward Looking
Information
Statements in this press release that are not historical facts
are “forward-looking statements” that may involve material risks
and uncertainties. The company wishes to caution readers not to
place undue reliance on such forward-looking statements, which
statements are made pursuant to the Private Securities Litigation
Reform Act of 1995, and as such, speak only as of the date made.
For a full discussion of risks and uncertainties, which could cause
actual results to differ from those contained in the
forward-looking statements, see “Risk Factors” in the company’s
registration statement on Form S-3 and the prospectus relating to
the rights offering, dated January 4, 2016.
About Empire Resorts
Empire Resorts owns and operates, through its subsidiary
Monticello Raceway Management, Inc., the Monticello Casino &
Raceway, a harness racing track and casino located in Monticello,
New York, and is 90 miles from midtown Manhattan. Further
information is available at 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160218005511/en/
Empire Resorts, Inc.Charles Degliomini,
845-807-0001cdegliomini@empireresorts.com
Empire Resorts (NASDAQ:NYNY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Empire Resorts (NASDAQ:NYNY)
Historical Stock Chart
From Jul 2023 to Jul 2024