MONTICELLO, N.Y.--(BUSINESS WIRE)--Jan. 4, 2016--
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
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 email@example.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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Source: Empire Resorts, Inc.
Empire Resorts, Inc.
Charles Degliomini, 845-807-0001