Amended Statement of Beneficial Ownership (sc 13d/a)
January 05 2018 - 9:11AM
Edgar (US Regulatory)
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Empire
Resorts, Inc.
(Name of Issuer)
Common
Stock, $.01 Par Value Per Share
(Title of Class of Securities)
292052107
(CUSIP Number)
|
Steven L. Wilner, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
212-225-2000
|
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December
28, 2017
(Date of Event which Requires Filing
of this Statement)
If
t
h
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ili
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g
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Sc
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s).
CUSIP No.
292052107
|
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only).
Kien Huat Realty III Limited
|
|
|
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
|
Isle of Man
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
28,912,940
|
|
9.
|
Sole Dispositive Power
|
0
|
|
10.
|
Shared Dispositive Power
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
28,912,940
|
|
|
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)
|
88.8%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
CO
|
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
|
28,912,940
|
|
9.
|
Sole Dispositive Power
|
0
|
|
10.
|
Shared Dispositive Power
|
28,912,940
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
28,912,940
|
|
|
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)
|
88.8%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
This Amendment
No. 18 (this “
Amendment No. 18
”) amends and supplements the Schedule 13D filed by Kien Huat Realty III Limited (“Kien
Huat”) and Lim Kok Thay (“Mr. Lim” and, 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, par value $.01 per share (the “Common Stock”) of Empire Resorts, Inc. (the “Issuer”). All
capitalized terms used in this Amendment No. 18 and not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.
Items 3, 4, 5 and 6
are hereby amended and supplemented to add the following:
Item 3. Source and Amount of Funds
or Other Consideration
The disclosure set
forth under Item 4 of this Amendment No. 18 is incorporated herein by reference.
Item 4. Purpose of Transaction
As previously reported,
on December 28, 2017 (the “Closing Date”), Empire Resorts, Inc. (“Issuer”), Montreign Holding Company,
LLC, the Issuer’s wholly-owned subsidiary (“Montreign Holding”), and Kien Huat Realty III Limited (“Kien
Huat”) entered into a Note Exchange Agreement (the “Kien Huat Note Exchange Agreement”). The Kien Huat Note
Exchange Agreement provides for the issuance of 1,379,873 shares of Issuer common stock (the “Exchange Shares”) to
Kien Huat in full satisfaction of a promissory note (the “KH Note”), dated January 24, 2017, issued by Montreign Holding
to Kien Huat (such exchange, the “Note Exchange”). As of the Closing Date, total indebtedness outstanding under the
KH Note was $36,166,465.27, which amount was exchanged for the Exchange Shares at an exchange rate of $26.21, which exchange rate
represents the volume-weighted average price of the Issuer’s common stock for the 30-day period immediately preceding the
Closing Date. In connection with the Note Exchange, the Issuer was released from all of its obligations pursuant to the loan documents
related to the KH Note, including the termination of the Issuer’s pledge of its membership interests in Montreign Holding.
Additional Agreements with Kien Huat
In connection with the Note Exchange, on the Closing Date,
the Issuer and Kien Huat amended the terms of certain existing obligations of Kien Huat, as follows:
•
The Issuer and Kien Huat amended (the “Commitment Letter Amendment”) that
certain commitment letter dated June 26, 2014, (as amended on January 2, 2015 and September 22, 2015, the “Commitment
Letter”). The Commitment Letter, among other things, had committed Kien Huat to make certain equity investments to support
the Issuer’s development of Resorts World Catskills and related development projects in Sullivan County, New York. Pursuant
to the Commitment Letter Amendment, Kien Huat’s obligation to participate in, and backstop, a follow-on rights offering of
up to $35 million on the same terms and conditions and at the same subscription price as the rights offering conducted by the Issuer
in January 2016 was terminated. Other than the termination of such follow-on standby
purchase commitment, all other terms of the Commitment Letter remain unchanged.
•
The Issuer and Kien Huat amended that certain letter agreement, dated February 17, 2016
(the “Kien Huat Letter Agreement”) to extend by one year Kien Huat’s obligation not to engage in a going-private
transaction with Empire without the prior approval of the majority of Empire’s minority shareholders and a majority of the
disinterested directors of Empire (the “Amendment to Kien Huat Letter Agreement”). As a result of the Amendment to Kien Huat Letter Agreement, such
restriction now covers a period ending on or about February 2020. Other than this one-year extension, all other terms of the Kien
Huat Letter Agreement remain unchanged.
These
summary descriptions of the Kien Huat Note Exchange Agreement, the Commitment Letter Amendment and the Amendment to Kien
Huat Letter Agreement are qualified in their entirety by reference to the actual Kien Huat Note Exchange Agreement,
Commitment Letter Amendment and Amendment to Kien Huat Letter Agreement, which are filed as Exhibits 10, 11 and 12 hereto,
respectively, and are incorporated herein by reference.
Item 5. Interest in Securities of the
Issuer
The disclosure set
forth under Item 4 of this Amendment No. 18 is incorporated herein by reference.
(a-b) As of
the date hereof, the Reporting Persons may be deemed to share beneficial ownership of 28,912,940 shares of Common Stock,
representing approximately 88.8% of the outstanding Common Stock (calculated on a the basis of a total of 32,557,617 shares
of Common Stock believed to be outstanding (based on the 31,177,744 shares of Common Stock reported to be outstanding as of
October 31, 2017, by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 plus the
1,379,873 shares newly issued in the Note Exchange)).
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. 18 is incorporated herein by reference.
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: January 5, 2018
|
Kien Huat Realty III Limited
By:
/s/ Gerard Lim
Name: Gerard Lim
Title: Director
|
|
|
|
|
|
/s/ Lim Kok Thay by Gerard Lim
|
|
|
Lim Kok Thay
|
|
EX
H
I
B
IT
I
NDEX
Exhibit
Index
|
|
Description
|
|
|
|
|
|
E
x
hib
i
t 1
|
|
J
oi
n
t
F
iling
A
g
r
e
e
m
e
nt,
d
a
t
e
d
a
s
of
A
u
g
ust
27, 2
0
09,
b
y
a
nd
b
e
tw
e
e
n
L
im
Kok Th
a
y
a
nd Ki
e
n Hu
a
t
Re
a
l
t
y
II
I
L
imit
e
d.
|
|
|
|
|
|
E
x
hib
i
t 2
|
|
I
n
v
e
stm
e
nt
A
g
r
e
e
m
e
nt,
d
a
t
e
d
a
s of
A
u
g
ust 19, 20
0
9,
b
y
a
nd
b
e
tw
e
e
n Empi
r
e
R
e
so
r
ts,
I
n
c
.
a
nd K
i
e
n
H
u
a
t
R
ea
l
t
y
II
I
L
imit
e
d
(
i
n
c
o
r
po
ra
t
e
d
b
y
r
e
fe
r
e
n
c
e
t
o E
x
hib
i
t 10.1 to the
C
u
rre
nt
R
e
p
o
r
t on
F
o
r
m 8
-
K
f
il
e
d
b
y
the
I
ssu
e
r
on A
u
g
ust 19,
2
009
)
.
|
|
|
|
|
|
E
x
hib
i
t 3
|
|
S
to
c
khold
e
r Voting
A
g
r
e
e
m
e
nt, d
a
t
e
d
a
s
o
f
A
u
g
u
s
t 19, 2009,
b
y
a
nd
a
mong Empi
r
e
R
e
so
r
ts,
I
n
c
., Ki
e
n H
u
a
t
R
ea
l
t
y
II
I
L
imit
e
d
a
nd t
h
e
sto
c
khold
er
s s
i
g
n
a
to
r
y th
ere
to
(
in
c
o
r
po
ra
t
e
d
b
y
r
e
fe
r
e
n
c
e to E
x
hibit 10.3
to the
C
u
rre
nt
R
e
po
r
t on
F
o
r
m 8
-
K
f
il
e
d
b
y
the
I
ss
u
e
r on A
u
g
ust
19, 2009
)
.
|
|
|
|
|
|
E
x
hib
i
t 4
|
|
R
e
g
ist
ra
tion
R
i
g
hts
A
g
r
e
e
m
e
nt,
d
a
t
e
d
a
s
o
f
A
u
g
u
s
t
19, 2009,
b
y
a
nd
b
e
tw
e
e
n
Empi
r
e
R
e
so
r
ts,
I
n
c
.
a
nd K
i
e
n
H
u
a
t
R
ea
l
t
y
II
I
L
imit
e
d
(
i
n
c
o
r
po
ra
t
e
d
b
y
r
e
fe
r
e
n
c
e
t
o E
x
hib
i
t
10.2 to the
C
u
rre
nt
R
e
p
o
r
t
on
F
o
r
m 8
-
K
f
il
e
d
b
y
the
I
ssu
e
r
on A
u
g
ust 19,
2
009
)
.
|
|
|
|
|
|
E
x
hib
i
t 5
|
|
Custo
d
y
A
g
r
e
e
m
e
nt,
d
a
t
e
d
a
s
of
A
u
g
ust
19, 2009,
b
y
a
nd
b
e
tw
e
e
n
Ki
e
n H
u
a
t
R
ea
l
t
y
II
I
L
imit
e
d
a
nd
J
P
Mo
r
g
a
n
C
h
a
se
B
a
nk, N
a
tion
a
l
Asso
c
i
a
tion,
a
s
C
ustodi
a
n
(
in
c
o
r
po
ra
t
e
d
b
y
r
e
fe
r
e
n
c
e
to E
x
hibit 5
to
S
c
h
e
dule
13D
f
il
e
d on A
u
g
ust
2
7
, 2009
)
.
|
|
|
|
|
|
E
x
hib
i
t 6
|
|
S
t
a
nd
b
y
P
u
rc
h
a
se
A
g
r
e
e
m
e
nt d
a
t
e
d
a
s of
A
p
r
il 12, 2013,
b
y
a
nd
b
e
tw
e
e
n
E
mpi
r
e
R
e
so
r
ts,
I
n
c
.
a
nd K
i
e
n
H
u
a
t
R
ea
l
t
y
II
I
L
td.
(
i
n
c
o
r
po
ra
t
e
d
b
y
r
ef
e
re
n
c
e to
Ex
hib
i
t 6 to Am
e
ndm
e
nt No. 8 to
S
c
h
e
dule 13D
f
il
e
d on A
p
r
il 15, 2013
)
.
|
|
|
|
|
|
E
x
hib
i
t 7
|
|
S
t
a
nd
b
y
P
u
rc
h
a
se
A
g
r
e
e
m
e
nt d
a
t
e
d
a
s of
J
a
nu
a
r
y 2, 2015,
b
y
a
nd
b
e
tw
e
e
n Empi
r
e
R
e
so
r
ts,
I
n
c
.
a
nd K
i
e
n
H
u
a
t
R
ea
l
t
y
II
I
L
td.
(
i
n
c
o
r
po
ra
t
e
d
b
y
r
ef
e
re
n
c
e to
Ex
hib
i
t 99.1 to the
C
u
rre
nt
R
e
p
o
r
t on
F
o
r
m 8
-
K
f
il
e
d
b
y the
I
ssu
e
r on
J
a
nu
a
r
y 5,
2
015
)
.
|
|
|
|
|
|
E
x
hib
i
t 8
|
|
S
t
a
nd
b
y
P
u
rc
h
a
se
A
g
r
e
e
m
e
nt
d
a
t
e
d
a
s
of
December 31,
2015,
b
y
a
nd
b
e
tw
e
e
n
Empi
r
e
R
e
so
r
ts,
I
n
c
.
a
nd K
i
e
n
H
u
a
t
R
ea
l
t
y
II
I
L
td.
(
i
n
c
o
r
po
ra
t
e
d
b
y
r
ef
e
re
n
c
e
to
Ex
hib
i
t 99.1 to the
C
u
rre
nt
R
e
p
o
r
t
on
F
o
r
m 8
-
K
f
il
e
d
b
y
the
I
ssu
e
r
on
J
a
nu
a
r
y
4,
2
016
)
.
|
|
|
|
|
|
Exhibit 9
|
|
Letter
A
g
r
e
e
m
e
nt
d
a
t
e
d
February
17, 2016
,
b
y
a
nd
b
e
tw
e
e
n
Empi
r
e
R
e
so
r
ts,
I
n
c
.
a
nd K
i
e
n
H
u
a
t
R
ea
l
t
y
II
I
L
td.
(
i
n
c
o
r
po
ra
t
e
d
b
y
r
ef
e
re
n
c
e
to
Ex
hib
i
t 4.1 to the
C
u
rre
nt
R
e
p
o
r
t
on
F
o
r
m 8
-
K
f
il
e
d
b
y
the
I
ssu
e
r
on
February 18
,
2
016
)
.
|
|
|
|
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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).
|
|
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|
|
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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).
|
|
|
|
|
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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).
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