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Related Party Transactions
9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions

Merger
On August 18, 2019, the Company entered into the Merger Agreement, whereby Merger Sub will merge into the Company, with the Company surviving as a subsidiary of Parent. Parent and Merger Sub are affiliates of Kien Huat and GenM.
In connection with the execution of the Merger Agreement, Kien Huat entered into a voting agreement (the “Voting Agreement”) with the Company pursuant to which Kein Huat has agreed to vote its shares in the Company in favor of the Merger and the adoption of the Merger Agreement, subject to the limitations set forth in the Voting Agreement.

Kien Huat 2018 Preferred Stock Commitment Letter
On November 6, 2018, the Company and Kien Huat entered into a commitment letter, as amended and restated on November 9, 2018 and May 7, 2019 (collectively, the "2018 Kien Huat Preferred Stock Commitment Letter"), pursuant to which Kien Huat committed to provide equity financing in support of the general corporate and working capital requirements of the Company and its subsidiaries. Pursuant to the 2018 Kien Huat Preferred Stock Commitment Letter, Kien Huat agreed to purchase up to $126 million (the "Commitment Amount") of Series F Preferred Stock on the terms set forth in the 2018 Kien Huat Preferred Stock Commitment Letter and the Certificate of Designations of the Series F Preferred Stock, which the Company filed with the Secretary of State of the State of Delaware on November 5, 2018. Kien Huat committed to purchase the Commitment Amount of the Series F Preferred Stock pursuant to the following schedule: (i) up to $12 million no earlier than November 9, 2018; (ii) up to $20 million no earlier than February 15, 2019; (iii) up to $20 million no earlier than May 15, 2019; (iv) up to $15 million no earlier than August 15, 2019; (v) up to $37 million no earlier than November 15, 2019 and (vi) up to $22 million no earlier than March 15, 2020. The Company agreed to use its reasonable efforts to secure third-party financing in an amount equal to the Commitment Amount and the Commitment Amount will be reduced by the amount of any third-party financing raised by the Company. However, any equity financing raised by the Company from any person entering into a commercial agreement relating to online gaming and sports betting at the Casino in an amount up to $29 million will not reduce the Commitment Amount. Kien Huat will be entitled to a funding fee in the amount of 1% of the portion of the Commitment Amount funded by Kien Huat. Unless earlier terminated by mutual agreement, the 2018 Kien Huat Preferred Stock Commitment Letter will terminate upon the earlier of (a) the Company's receipt of third-party financing in the Commitment Amount or (b) April 15, 2020.
On November 13, 2018, in accordance with the 2018 Kien Huat Preferred Stock Commitment Letter, the Company and Kien Huat entered into a subscription agreement to purchase an aggregate 120 shares of Series F Preferred Stock for an aggregate purchase price of $12 million, resulting in net proceeds to the Company (after deducting a $120,000 funding fee due to Kien Huat) of $11.9 million.
On February 20, 2019, in accordance with the 2018 Kien Huat Preferred Stock Commitment Letter, the Company and Kien Huat entered into a subscription agreement to purchase an aggregate 200 shares of Series F Preferred Stock for an aggregate purchase price of $20 million, resulting in net proceeds to the Company (after deducting a $200,000 funding fee due to Kien Huat) of $19.8 million.
On May 7, 2019, the Company and Kien Huat entered into an amendment to the 2018 Kien Huat Preferred Stock Commitment Letter (the "Kien Huat Commitment Letter Amendment") to accelerate the schedule on which Kien Huat will purchase additional shares of Series F Preferred Stock. In particular, pursuant to the Kien Huat Commitment Letter Amendment, Kien Huat agreed as follows: (i) to increase its commitment to purchase up to $20 million no earlier than May 15, 2019 to up to $27 million no earlier than such date; (ii) to accelerate its commitment to purchase up to an incremental $15 million to no earlier than June 17, 2019; and (iii) to maintain its commitment to purchase up to $15 million no earlier than August 15, 2019 and up to $37 million no earlier than November 15, 2019, respectively. Accordingly, Kien Huat accelerated its commitment to purchase up to the full Commitment Amount from March 15, 2020 to November 15, 2019. Other than the acceleration of the schedule pursuant to which Kien Huat would purchase up to the Commitment Amount, all other terms of the 2018 Kien Huat Preferred Stock Commitment Letter remain unchanged.
On May 15, 2019, in accordance with the Kien Huat Commitment Letter Amendment, the Company and Kien Huat entered into a subscription agreement to purchase an aggregate 270 shares of Series F Preferred Stock for an aggregate purchase price of $27 million, resulting in net proceeds to the Company (after deducting an approximately $270,000 funding fee due to Kien Huat) of $26.7 million.
On June 17, 2019, in accordance with the Kien Huat Commitment Letter Amendment, the Company and Kien Huat entered into a subscription agreement to purchase an aggregate 150 shares of Series F Preferred Stock for an aggregate purchase price of $15 million, resulting in net proceeds to the Company (after deducting an approximately $150,000 funding fee due to Kien Huat) of $14.8 million.
On August 26, 2019, in accordance with the Kien Huat Commitment Letter Amendment, the Company and Kien Huat entered into a subscription agreement to purchase an aggregate 150 shares of Series F Preferred Stock for an aggregate purchase price of $15 million, resulting in net proceeds to the Company (after deducting an approximately $150,000 funding fee due to Kien Huat) of $14.8 million.
On August 18, 2019, the Company and Kien Huat entered into an amendment to the 2018 Kien Huat Preferred Stock Commitment Letter (the "Kien Huat Commitment Letter Second Amendment") to accelerate the schedule on which Kien Huat committed to purchase additional shares of Series F Preferred Stock. Pursuant to the Kien Huat Commitment Letter Second Amendment, Kien Huat agreed as follows: (i) to increase its aggregate purchase commitment to up to $151 million from $126 million; (ii) to purchase up to $7.5 million no earlier than September 15, 2019; (iii) to purchase up to $7.5 million no earlier than October 15, 2019; and (iv) to purchase up to $10 million no earlier than February 15, 2020, respectively. Accordingly, Kien Huat extended its commitment to purchase up to the full Commitment Amount from November 15, 2019 to February 15, 2020. Other than the extension of the schedule pursuant to which Kien Huat would purchase up to the Commitment Amount and the increase of the full Commitment Amount to $151 million, all other terms of the 2018 Kien Huat Preferred Stock Commitment Letter remain unchanged.
On September 23, 2019, under the terms of the Kien Huat Commitment Letter Second Amendment, the Company and Kien Huat entered into a subscription agreement, pursuant to which Kien Huat purchased 75 shares of the Company's Series F Preferred Stock for an aggregate purchase price of $7.5 million, resulting in net proceeds to the Company (after deducting an approximately $75,000 funding fee due to Kien Huat) of $7.4 million.
In connection with the execution of the Merger Agreement, the Board and Kien Huat, in its capacity as the Company’s majority stockholder, approved an amendment to the Amended and Restated Certificate of the Designations, Powers and Preferences and Rights of the Series F Preferred Stock, which was filed with the Secretary of State of the State of Delaware on September 30, 2019 (the “Amended Certificate of Designations”). The Amended Certificate of Designations, among other things, increased the amount of authorized Series F Preferred Stock and excluded certain events, including the Merger, from being considered a “Change of Control Transaction”.
RWS License Agreement
On March 31, 2017, Montreign Operating entered into a license agreement (the “RWS License Agreement”) with RW Services Pte Ltd (“RWS”). RWS is an affiliate of Tan Sri Lim Kok Thay, who is a beneficiary of, and controls, Kien Huat. Pursuant to the RWS License Agreement, RWS granted Montreign Operating the non-exclusive, non-transferable, revocable and limited right to use certain “Genting” and “Resorts World” trademarks (the “RWS Licensed Marks”) in connection with the development, marketing, sales, management and operation (the “Permitted Uses”) of the Development Projects. The name of the Casino is “Resorts World Catskills,” and, notwithstanding the foregoing, the use of such name is exclusive to Montreign Operating and may be used in connection with online gaming in addition to the Permitted Uses.
The initial term of the RWS License Agreement will expire on December 31, 2027, and will be extended automatically for additional terms of 12 months each, up to a maximum of 39 additional terms, unless either of the parties provides notice to terminate the RWS License Agreement or upon the mutual written consent of both parties. Beginning on the date on which the Casino opened to the public, Montreign Operating pays to RWS a fee equivalent to a percentage of Net Revenue (as such term is defined in the RWS License Agreement) generated in each calendar year from (i) all activity at the Casino, (ii) each specific use of the RWS Licensed Marks in The Alder or golf course and (iii) each specific use of the name Resorts World Catskills in connection with online gaming. The percentage of Net Revenue payable as the fee is a low single-digit percentage that will increase incrementally between the third year and sixth year of the term of the RWS License Agreement and will remain a low single-digit percentage during the entire term of the RWS License Agreement. The Company incurred an expense of approximately $0.7 million and $0.5 million for the three-month periods ended September 30, 2019 and 2018, respectively, and an expense of approximately $1.7 million and $1.1 million for the nine-month periods ended September 30, 2019 and 2018, respectively, reflecting the fee payable pursuant to the RWS License Agreement.
Gerard Lim, one of the directors of the Company, is also a director of Resorts World Inc. Pte Ltd., the parent company of RWS.
Arrangements with Moelis & Company LLC
2019 Moelis Letter Agreement
On February 15, 2019, the Company and Moelis entered into a letter agreement (the “2019 Moelis Letter Agreement”), pursuant to which Moelis will act as the Company’s financial advisor to review and analyze the Company's historical results, financial projections and business plan, conduct a business and financial analysis of the Company's prospective online gaming and sports betting business, and evaluate the capital structure of the Company and its subsidiaries. Pursuant to the 2019 Moelis Letter Agreement, we paid Moelis a general advisory fee of approximately $350,000 upon execution of the 2019 Moelis Letter Agreement.
Special Committee Letter Agreement
On June 25, 2019, the Special Committee of the Board and Moelis entered into a letter agreement (the "Moelis Special Committee Letter Agreement") pursuant to which Moelis was engaged to act as the Special Committee’s exclusive financial advisor in connection with any potential restructuring, related party acquisition transaction and/or third-party acquisition transaction. In addition, Moelis was engaged as the Company’s non-exclusive placement agent for any capital raising transaction. Moelis will be entitled to receive a cash fee at the consummation of any transaction described above. In addition, Moelis will receive a monthly payment in the amount of $150,000, which aggregate amount will be credited in full against any transaction fees for the first six months and at 50% for the next six months pursuant to the Moelis Special Committee Letter Agreement. Moelis will also be entitled to a fee for any opinion addressing fairness it is required to issue in connection with a transaction contemplated by the Moelis Special Committee Letter Agreement. The Company will reimburse Moelis for expenses incurred in connection with the Moelis Special Committee Letter Agreement. Either the Special Committee or Moelis may terminate the Moelis Special Committee Letter upon written notice; provided, however, Moelis will be entitled to the payment of its fees and expenses in the event a transaction contemplated by the Special Committee Letter Agreement is consummated within 12 months of the termination.
During the three-month period ended September 30, 2019, the Company paid a total of approximately $1.9 million in fees under the Moelis Special Committee Letter Agreement to Moelis, of which $1.0 million was paid for an opinion letter in connection with the proposed Merger.
Gregg Polle, a former director of the Company, was a Managing Director of Moelis until June 2019. Mr. Polle refrained from participating in the discussion of, and abstained from voting on whether to enter into the 2019 Moelis Letter Agreement and the Moelis Special Committee Letter Agreement.