Kien Huat Realty III Limited, with affiliates that maintain substantial interests in the Genting multinational group of companies and Star Cruises Limited, has entered into an investment agreement with Empire Resorts Inc, which owns and operates the Monticello Casino and Raceway in New York. Kien Huat is an investment company beneficially owned by a Lim family trust of which Mr. Lim Kok Thay of Malaysia and members of his family are beneficiaries.
Under the agreement US$55 million in new equity capital will be invested in the Empire Resorts in two tranches in exchange for Common Stock representing just under 50% of the voting power of the Company. Kien Huat affiliates previously financed the startuo of Foxwoods Resort & Casino in Connecticut and the Seneca Niagara Casino in New York.
Under the Investment Agreement, Kien Huat is entitled to appoint three representatives to the Company’s Board of Directors, including a non-executive Chairman. Upon the closing of the First Tranche, subject to Board and regulatory approval, Mr. G. Michael Brown and Mr. Colin Au have been designated to serve as Kien Huat’s initial Directors, and Mr. Brown has been designated as Chairman. Kien Huat will designate a third director upon closing of the Second Tranche. Messrs. Brown and Au will fill the vacancies on the Board created by the August 12, 2009 voluntary resignations of Messrs. Bruce Berg and Kenneth Dreifach.
On August 19, 2009, the Company issued to Kien Huat 6,804,188 shares of its Common Stock, representing approximately 19.9% of the outstanding shares of Common Stock on a pre-transaction basis, for an aggregate consideration of US$11 million (the “First Tranche”). Of this amount, approximately US$2.6 million will be used to pay interest on the Company’s Convertible Senior Notes due July 31, 2014.
Subject to and following receipt of stockholder approval, the Company will issue to Kien Huat an additional 27,701,852 shares of Common Stock for an additional consideration of US$44 million (the “Second Tranche”). Upon closing of the Second Tranche, Kien Huat will own 34,506,040 shares of the Common Stock of the Company for an aggregate equity investment of US$55 million. Kien Huat’s holdings in the Company will then represent one share less than 50% of the voting power of the Company.
Following the Second Tranche, Kien Huat will make available to the Company a credit facility of $10 million, the proceeds of which are to be used for working capital and to repay in full any remaining indebtedness under the Company’s $4.4 million senior credit facility with The Park Avenue Bank of New York. (E-08.20.09)
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