UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Red Rock Resorts, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
75700L108
(CUSIP Number of Class of Securities)
Jeffrey T. Welch
Executive Vice President and Chief Legal Officer
Red Rock Resorts, Inc.
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
(702) 495-3000
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with a copy to:
Deborah J. Conrad
Jason T. Anderson
Milbank LLP
2029 Century Park East, 33rd Floor
Los Angeles, California 90067
(424) 386-4000
CALCULATION OF FILING FEE
| Transaction Valuation(1) |
Amount of Filing Fee(2) | |
| $350,000,000 | $32,445 |
| (1) | The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $350,000,000 in aggregate of Class A Common Stock, par value $0.01 per share. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0–11 under the Securities Exchange Act of 1934, as amended, equals $92.70 per $1,000,000 of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $32,445 |
Filing Party: Red Rock Resorts, Inc. | |
| Form or Registration No.: Schedule TO |
Date Filed: November 10, 2021 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO AMENDMENT NO. 2
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission (the “SEC”) by Red Rock Resorts, Inc., a Delaware corporation (“Red Rock” or the “Company”), on November 10, 2021, as amended by Amendment No. 1 filed with the SEC on November 26, 2021 (as amended, the “Schedule TO”), in connection with the Company’s offer to purchase up to $350 million in value of shares of its Class A Common Stock, par value $0.01 per share (the “Shares”), at a price not greater than $53.00 nor less than $46.00 per Share to the seller in cash, less any applicable withholding taxes and without interest.
The Company’s offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 9, 2021, was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 10, 2021 (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Tender Offer”).
Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following to the end thereof:
“On December 10, 2021, the Company issued a press release announcing the preliminary results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 9, 2021. A copy of such press release is filed as Exhibit (a)(5)(ii) to this Schedule TO and is incorporated herein by reference.”
ITEM 12. Exhibits.
| Exhibit Number |
Description | |
| (a)(1)(A) ** |
Offer to Purchase, dated as of November 10, 2021. | |
| (a)(1)(B) ** |
Letter of Transmittal (including IRS Form W-9). | |
| (a)(1)(C) ** |
Notice of Guaranteed Delivery. | |
| (a)(1)(D) ** |
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated as of November 10, 2021. | |
| (a)(1)(E) ** |
Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated as of November 10, 2021. | |
| (a)(1)(F) ** |
Summary Advertisement, dated as of November 10, 2021. | |
| (a)(1)(G) ** |
Form of Notice of Withdrawal. | |
| (a)(2) |
Not applicable. | |
| (a)(3) |
Not applicable. | |
| (a)(4) |
Not applicable. | |
| (a)(5)(i) ** |
Press Release, dated as of November 10, 2021. | |
| Exhibit Number |
Description | |
| (a)(5)(ii) * |
Press Release, dated as of December 10, 2021. | |
| (b)(1) |
Incremental Joinder Agreement No. 6 and Sixth Amendment to Credit Agreement dated as of February 7, 2020, among Station Casinos LLC, the guarantor subsidiaries party thereto, Red Rock Resorts, Inc., Station Holdco LLC, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the lenders party thereto. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 7, 2020). | |
| (b)(2) |
Indenture, dated as of November 26, 2021, among Station Casinos LLC, the guarantors party thereto and Computershare Trust Company, N.A., as trustee. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 26, 2021). | |
| (d)(1) |
Red Rock Resorts, Inc. Amended and Restated 2016 Equity Incentive Plan. (Incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by the Company on June 14, 2019 (File No. 333-232108)). | |
| (d)(2) |
Employment Agreement, dated as of May 2, 2016, among Red Rock Resorts, Inc., Station Casinos LLC and Frank J. Fertitta III. (Incorporated herein by reference to Exhibit 10.2 to Station Casinos LLC’s Current Report on Form 8-K filed May 2, 2016). | |
| (d)(3) |
Employment Agreement, dated as of March 3, 2017, among Red Rock Resorts, Inc., Station Casinos LLC and Stephen L. Cootey. (Incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2017). | |
| (d)(4) |
Employment Agreement, dated as of May 25, 2017, among Red Rock Resorts, Inc., Station Casinos LLC and Jeffrey T. Welch. (Incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2017). | |
| (d)(5) |
Employment Agreement, dated as of February 19, 2019, among Red Rock Resorts, Inc., Station Casinos LLC and Robert A. Finch. (Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2019). | |
| (d)(6) |
Non-Qualified Stock Option Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.30 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Company on February 12, 2016 (File No. 333-207397)). | |
| (d)(7) |
Restricted Stock Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.31 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Company on February 12, 2016 (File No. 333-207397)). | |
| (d)(8) |
Third Amended and Restated Limited Liability Company Agreement of Station Holdco LLC, dated April 28, 2016, by and among Holdco and its Members (as defined therein.) (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 2, 2016). | |
| (d)(9) |
Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of Station Holdco LLC, dated February 28, 2017. (Incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2017). | |
| (d)(10) |
Form of Indemnification Agreement, between Red Rock Resorts, Inc., a Delaware corporation, Station Casinos LLC, a Nevada limited liability company, and the directors and officers of Red Rock Resorts, Inc. (Incorporated herein by reference to Exhibit 10.2 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Company on February 12, 2016 (File No. 333-207397)). | |
| (d)(11) |
Exchange Agreement, dated as of April 28, 2016, among Red Rock Resorts, Inc., Station Holdco LLC and Company Unitholders (as defined therein.) (Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 2, 2016). | |
| Exhibit Number |
Description | |
| (d)(12) |
Tax Receivable Agreement, dated as of April 28, 2016, among Red Rock Resorts, Inc., Station Holdco LLC and Members (as defined therein.) (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 2, 2016). | |
| (d)(13) |
Amendment No. 1 to the Tax Receivable Agreement, dated as of April 28, 2019, among Red Rock Resorts, Inc., Station Holdco LLC and Members (as defined therein.) (Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 8, 2019). | |
| (g) |
[None.] | |
| (h) |
[None.] | |
| * | Filed herewith. |
| ** | Previously filed with the Schedule TO on November 10, 2021. |
ITEM 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| RED ROCK RESORTS, INC. | ||
| By: |
/s/ Stephen L. Cootey | |
| Name: |
Stephen L. Cootey | |
| Title: |
Executive Vice President, Chief Financial Officer and Treasurer | |
Date: December 10, 2021
Exhibit (a)(5)(ii)
Red Rock Resorts, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer
LAS VEGAS, December 10, 2021 /PRNewswire/ — Red Rock Resorts, Inc. (the “Company” or “RRR”) (NASDAQ: RRR) today announced preliminary results of its “modified Dutch auction” tender offer which expired at 12:00 midnight, New York City time, at the end of the day on December 9, 2021.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer (the “Depositary”), a total of 6,921,149 shares of RRR’s Class A Common Stock, par value $0.01 per share (each, a “Share”), were properly tendered and not properly withdrawn at or below a purchase price of $51.50 per Share, including 1,992,710 Shares that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, RRR expects to purchase all 6,921,149 Shares through the tender offer at a price of $51.50 per Share, for an aggregate cost of approximately $356.4 million, excluding fees and expenses relating to the tender offer. Included in the 6,921,149 Shares that RRR expects to purchase are 125,033 Shares that RRR has elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding Shares. The total of 6,921,149 Shares that RRR expects to purchase represents approximately 10.13% of the total number of Shares outstanding, or 6.12% of the total number of Shares outstanding assuming exchange of all shares of the Company’s Class B Common Stock and limited liability interests in Station Holdco LLC, as of December 9, 2021.
The number of Shares expected to be purchased by RRR and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the two-trading day settlement period. The final number of Shares to be purchased by RRR and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the Shares accepted for purchase under the tender offer will occur promptly thereafter.
BofA Securities, Inc. acted as dealer manager for the tender offer and D.F. King & Co., Inc. acted as information agent for the tender offer. Stockholders who have questions or would like additional information about the tender offer may contact D.F. King toll-free at (800) 331-7543; banks and brokers may call D.F. King at (212) 269-5550 or BofA Securities, Inc. at (888) 803-9655.
About Red Rock Resorts, Inc.
Red Rock Resorts, Inc. is a holding company that owns an indirect equity interest in and manages Station Casinos LLC (“Station LLC”). Station LLC is the leading provider of gaming and entertainment to the residents of Las Vegas, Nevada. Station LLC’s properties, which are located throughout the Las Vegas valley, are regional entertainment destinations and include various amenities, including numerous restaurants, entertainment venues, movie theaters, bowling and convention/banquet space, as well as traditional casino gaming offerings such as video poker, slot machines, table games, bingo and race and sports wagering. Station LLC owns and operates Red Rock Casino Resort Spa, Green Valley Ranch Resort Spa Casino, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Sunset Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho, Wildfire Boulder, Wild Wild West Gambling Hall & Hotel, Wildfire Sunset, Wildfire Valley View, Wildfire Anthem and Wildfire Lake Mead. Station LLC also owns Palms Casino Resort, Texas Station Gambling Hall & Hotel, Fiesta Rancho Casino Hotel and Fiesta Henderson Casino Hotel, which have been closed since March 2020, and owns a 50% interest in Barley’s Casino & Brewing Company, Wildfire Casino & Lanes and The Greens.
Forward-Looking Statements
This press release contains forward-looking statements. Such statements include, without limitation, statements regarding our expectations, hopes or intentions regarding the future and the final results of the tender offer. These forward-looking statements can often be identified by their use of words such as “will”, “might”, “predict”, “continue”, “forecast”, “expect”, “believe”, “anticipate”, “outlook”, “could”, “would”, “target”, “project”, “intend”, “plan”, “seek”, “estimate”, “pursue”, “should”, “may” and “assume”, or the negative thereof, as well as variations of such words and similar expressions referring to the future. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. All forward-looking statements in this document are made based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.
INVESTORS CONTACT:
Stephen L. Cootey
Stephen.Cootey@redrockresorts.com
(702) 495-4214
MEDIA CONTACT:
Michael J. Britt
Michael.Britt@redrockresorts.com
(702) 495-3693