0001387131-19-008797.txt : 20191115 0001387131-19-008797.hdr.sgml : 20191115 20191115165313 ACCESSION NUMBER: 0001387131-19-008797 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191115 FILED AS OF DATE: 20191115 DATE AS OF CHANGE: 20191115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hercules Topco LLC CENTRAL INDEX KEY: 0001788753 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12522 FILM NUMBER: 191225110 BUSINESS ADDRESS: STREET 1: C/O GENTING (USA) LIMITED, STREET 2: 24TH FLOOR, WISMA GENTING, JALAN SULTAN CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 BUSINESS PHONE: (60)321782288 MAIL ADDRESS: STREET 1: C/O GENTING (USA) LIMITED, STREET 2: 24TH FLOOR, WISMA GENTING, JALAN SULTAN CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE RESORTS INC CENTRAL INDEX KEY: 0000906780 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 133714474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 204 STATE ROUTE 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 BUSINESS PHONE: (845) 807-0001 MAIL ADDRESS: STREET 1: 204 STATE ROUTE 17B STREET 2: P.O. BOX 5013 CITY: MONTICELLO STATE: NY ZIP: 12701 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA HOSPITALITY CORP DATE OF NAME CHANGE: 19930614 3 1 nyny-form3_111519.xml OWNERSHIP DOCUMENT X0206 3 2019-11-15 0 0000906780 EMPIRE RESORTS INC NYNY 0001788753 Hercules Topco LLC C/O GENTING MALAYSIA BERHAD 24TH FLOOR, WISMA GENTING, JALAN SULTAN KUALA LUMPUR N8 50250 MALAYSIA 0 0 1 0 Common Stock 28914606 D Pursuant to an executed binding term sheet (the "Term Sheet"), dated as of August 5, 2019, by and among Kien Huat Realty III Limited ("Kien Huat"), Genting Malaysia Berhad ("GenM") and Genting (USA) Limited ("Gen USA"), (i) Kien Huat contributed 15,714,606 shares of Common Stock, par value $0.01 per share, of the Issuer ("Common Stock") to Hercules Topco LLC ("Parent") and Gen USA contributed 13,200,000 shares of Common Stock to Parent and (ii) Gen USA contributed 49% of amounts required to be paid by Parent pursuant to the Agreement and Plan of Merger by and among Parent, Hercules Merger Subsidiary Inc. and the Issuer (the "Merger Agreement") plus $9,429,839.44 and Kien Huat contributed 51% of amounts required to be paid by Parent pursuant to the Merger Agreement, less $9,429,839.44. Following such contributions, Kien Huat will continue to hold a 51% membership interest in Parent and Gen USA will continue to hold a 49% membership interest in Parent. $9,429,839.44 was contributed to Parent by Gen USA, and deducted from Kien Huat's contribution, in order for Gen USA to maintain a membership interest of 49%, assuming that all shares of Common Stock contributed to Parent had a value of $9.74 per share. /s/ Gerard Lim, Vice-President and Secretary, Hercules Topco LLC 2019-11-15