Empire Resorts Announces Plans for Rights Offering to Stockholders
December 30 2010 - 3:42PM
Business Wire
Empire Resorts, Inc. (NASDAQ: NYNY) (the “Company” or “Empire
Resorts”) today announced that it has filed a registration
statement on Form S-1 with the Securities and Exchange Commission
(the “SEC”) for a rights offering to existing holders of its common
stock, par value $0.01 per share, and Series B Preferred Stock, par
value $0.01 per share. Assuming the rights offering is fully
subscribed, Empire Resorts will receive gross proceeds of
approximately $35 million, less expenses of the rights
offering.
The rights offering will be made through the distribution of
non-transferable subscription rights to purchase shares of the
Company’s common stock at a subscription price of $0.8837 per
share. The record date for the distribution of the rights and the
dates for both the subscription period and the expiration of the
rights offering will be included in the final prospectus.
The purpose of this rights offering is to raise equity capital
in a cost-effective manner that gives Empire Resorts’ stockholders
the opportunity to participate. The net proceeds will be used to
repay all or a portion of the Company’s outstanding indebtedness in
the aggregate principal amount of $35 million, together with
interest accrued thereon, under the Company’s bridge loan
agreement, dated as of November 17, 2010, with Kien Huat Realty III
Limited (“Kien Huat”), Empire Resorts’ largest stockholder.
The rights offering includes an oversubscription privilege which
permits each rights holder that exercises its rights in full to
purchase additional shares of common stock that remain unsubscribed
at the expiration of the offering. This oversubscription privilege
is subject to the availability and allocation of shares among
holders exercising this oversubscription privilege, as further
described in the rights offering documents.
The rights offering is being made to Kien Huat in reliance on an
exemption from the registration requirements of the Securities Act
of 1933, as amended. Shares issued in respect of its participation
in the rights offering are not covered by the registration
statement relating to the rights offering. Kien Huat is not
soliciting participation by the holders of rights in the rights
offering or engaging in any other marketing or sales activity in
connection therewith.
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. The securities
may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. A copy of the
prospectus forming a part of the registration statement may be
obtained free of charge at the website maintained by the SEC at
www.sec.gov or by contacting the Company’s Secretary at (845)
807-0001. The rights will be issued to all holders of the Company’s
common stock and Series B Preferred Stock as of a record date,
which has yet to be determined. We will provide notice of the
record date in the future at such time as it is determined. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Empire Resorts
Empire Resorts owns and operates the Monticello Casino &
Raceway, a harness racing track and casino located in Monticello,
New York, and 90 miles from midtown Manhattan.
Cautionary Statement Regarding Forward Looking
Information
Statements in this press release regarding the Company’s
business 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 1994, 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 Annual Report on Form 10-K for the most
recently ended fiscal year, as amended, as well as the Company’s
Quarterly Report on Form 10-Q for the most recently ended fiscal
quarter.
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