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