UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2015

 

 

EMPIRE RESORTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-12522   13-3714474
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		 

(IRS Employer

Identification No.)

 

c/o Monticello Casino and Raceway, 204 State
Route 17B,
P.O. Box 5013, Monticello, NY 		  12701
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (845) 807-0001

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On March 3, 2015, Empire Resorts, Inc. (the “Company”) and Kien Huat Realty III Limited (“Kien Huat”) entered into Amendment No. 3 (the “Amendment”) to the Loan Agreement, dated November 17, 2010 and amended on each of August 8, 2012, and December 18, 2013, (as amended, the “Loan Agreement”). Pursuant to the Amendment, the maturity date of the loan made pursuant to the Loan Agreement (the “Loan”) was extended from March 15, 2015 to March 15, 2016. In consideration of the extension of the maturity date of the Loan, the Company agreed to pay Kien Huat a one-time fee of $25,000. In addition, the Company agreed to pay the out-of-pocket legal fees and expenses incurred by Kien Huat in an amount not to exceed $20,000.

The Amendment also provided that the denial of a gaming facility license by the New York State Gaming Commission to the Company, for a proposed resort casino project in Sullivan County, would constitute an additional event of default under the Loan Agreement. This summary description of the Amendment is qualified in its entirety by reference to the actual Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

10.1. Amendment No. 3 to the Loan Agreement, dated as of March 3, 2015, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 3, 2015

 

EMPIRE RESORTS, INC.
By:

/s/ Joseph A. D’Amato

Name: Joseph A. D’Amato
Title: Chief Executive Officer

Exhibit Index

 

10.1. Amendment No. 3 to the Loan Agreement, dated as of March 3, 2015, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited

Exhibit 10.1

AMENDMENT NO. 3 TO THE LOAN AGREEMENT

AMENDMENT NO. 3 TO THE LOAN AGREEMENT (this “Amendment”) made effective as of March 3, 2015 by and between EMPIRE RESORTS, INC., a Delaware corporation (hereinafter “Borrower”) and KIEN HUAT REALTY III LIMITED (hereinafter “Lender”).

WITNESSETH:

WHEREAS, Borrower and Lender entered into a Loan Agreement, dated as of November 17, 2010, and amended by that certain Amendment No. 1 to the Loan Agreement, dated August 8, 2012 and by that certain Amendment No. 2 to the Loan Agreement, dated December 18, 2013 (as amended, the “Loan Agreement”);

WHEREAS, Borrower and Lender have agreed to extend the term of the loan (the “Loan”) made pursuant to the Loan Agreement in accordance with the terms of this Amendment (the “Extension”).

NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement as follows, effective as of the date hereof:

1. Section 2.02(c)(iv) shall be amended by deleting the words “March 15, 2015” and inserting the words “March 15, 2016” in place thereof.

2. Section 7.01 shall be amended by adding the following provision to the end of such section:

 

  (i) Denial of a Gaming Facility License . Montreign Operating Company, LLC, or any other subsidiary of Borrower, shall be denied a gaming facility license for a proposed resort casino project in Sullivan County, New York by the New York Gaming Commission.

3. Section 7.02(a) shall be amended by deleting the first sentence and replacing it with the following:

During the continuance of an Event of Default, Lender may by written notice to Borrower, in addition to any other rights or remedies available pursuant to this Agreement, the Note and the other Loan Documents, at Law or in equity, declare by written notice to Borrower all or any portion of the Indebtedness to be immediately due and payable, whereupon all or such portion of the Indebtedness shall so become due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower (including all rights or remedies available at Law or in equity); provided , however , that, notwithstanding the foregoing, if an Event of Default specified in Section 7.01(d) or (i)  shall occur, then the Indebtedness shall immediately become due and payable without the giving of any notice or other action by Lender.

4. In consideration of the Extension, Borrower agrees to pay to Lender a one-time fee equal to $25,000. In addition, Borrower agrees to pay the out-of-pocket legal fees and expenses incurred by Lender in connection with this Amendment in an amount not to exceed $20,000.

The parties hereby agree that except as specifically provided in and modified by this Amendment, the Loan Agreement is in all other respects hereby ratified and confirmed and references to the Loan Agreement shall be deemed to refer to the Loan Agreement as modified by this Amendment.

*        *        *         *        *

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first written above.

 

EMPIRE RESORTS, INC.
By:

/s/ Joseph A. D’Amato

Name: Joseph A. D’Amato
Title: Chief Executive Officer
KIEN HUAT REALTY III LIMITED
By:

/s/ Gerard Lim Ewe Keng

Name: Gerard Lim Ewe Keng
Title: Director