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Filing Details

Accession Number:: 0001387131-19-008801
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-15 16:59:27
Reporting Period:: 2019-11-15

Accepted Time:: 2019-11-15 16:59:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
906780	Empire Resorts Inc	NYNY	Retail-Eating & Drinking Places (5810)	133714474

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1470308	Thay Kok Lim	21St Floor, Wisma Genting Jalan Sultan Ismail Kuala Lumpur Malaysia N8 50250	No	No	Yes	No
1470324	Ltd Iii Realty Huat Kien	21St Floor, Wisma Genting Jalan Sultan Ismail Kuala Lumpur Malaysia N8 50250	No	No	Yes	No
1788260	Ltd (Usa) Genting	First Names House Victoria Road Douglas Isle Of Man Y8 IM2 4DF	No	No	Yes	No
1788489	Berhad Genting	24Th Floor, Wisma Genting Jalan Sultan Ismail Kuala Lumpur Malaysia N8 50250	No	No	Yes	No
1788490	Berhad Malaysia Genting	Genting Highlands Resort Genting Highlands Pahang Darul Makmur Malaysia N8 69000	No	No	Yes	No
1788753	Hercules Topco Llc	C/O Genting Malaysia Berhad 24Th Floor, Wisma Genting, Jalan Sultan Kuala Lumpur Malaysia N8 50250	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-11-15	5,523,691	$9.74	34,438,297	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Explanation of Responses

Footnotes

On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger").
In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration").
In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights.
As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock.
Kien Huat holds a 51% membership interest in Parent and Gen USA holds a 49% membership interest in Parent.
Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion.
Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad.
Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "KH and Genting Reporting Persons") and Parent, the KH and Genting Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the KH and Genting Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.