Item 7.01. Regulation FD Disclosure.
Empire Resorts, Inc. (the Company) today announced that the special committee (the Special Committee) of its board of
directors (the Board) has received a letter, dated July 25, 2019 (the Letter), from Kien Huat Realty III Limited (Kien Huat), its controlling stockholder. Kien Huat, which currently owns approximately
86% of the outstanding shares of the Companys common stock, indicated, among other things, its willingness to entertain an invitation from the Company to acquire all outstanding equity of the Company not already owned by Kien Huat. The
Letter further indicated that, at this time, Kien Huat did not intend to provide further equity or debt financing to the Company, beyond its obligations under the Commitment Letter, dated November 5, 2018 and as last amended on May 7,
2019, by and between the Company and Kien Huat, while the Company remains a public company. A copy of the Letter is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
As previously announced, the Board recently formed a Special Committee comprised of independent, disinterested directors, to evaluate
strategic alternatives. The special committee, with the assistance of Moelis & Company LLC and Paul, Weiss, Rifkind, Wharton & Garrison LLP, its financial and legal advisors, respectively, will consider the Letter and any
response thereto in connection with its ongoing review of strategic alternatives.
The Company cautions stockholders and others
considering trading the Companys securities that the Company has just received the Letter and has not had an opportunity to carefully review and evaluate the Letter or make any decision with respect to Companys response to the
Letter. There can be no assurance that any definitive agreement will be executed relating to a transaction with Kien Huat or any other party or that any transaction with Kien Huat or any other party will be approved or consummated. The
Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
On July 25, 2019, the Company issued a press release in which it announced the receipt of the Letter. A copy of the press release is
attached as Exhibit 99.2 and incorporated by referenced in to this Item 7.01.
The information set forth in or incorporated by reference
into this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Important Notice Regarding Forward-Looking Statements
The information in this Current Report on
Form 8-K
contains forward-looking statements. In some
cases, you can identify forward-looking statements by the use of words such as may, could, expect, intend, plan, seek, anticipate, believe,
estimate, predict, potential, continue, likely, will, would, and variations of these terms and similar expression, or the negative of these terms or similar
expressions. These statements are based on