NYNY Empire Resorts Inc

CUSIP No.   292052107

¹

This includes 28,914,606 shares of common stock, par value $.01 per share (the “Common Stock”), of Empire Resorts, Inc. (the “Issuer”) and 3,700,000 shares of Common Stock into which the Series F Preferred Stock (the “Preferred Stock”) beneficially owned by the reporting person can currently be converted.

²

Calculated on the basis of a total of 34,413,459 shares of Common Stock outstanding as of May 7, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 8, 2019 (the “10-Q”), 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 3,700,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting persons can currently be converted.

CUSIP No.   292052107

³

This includes 28,914,606 shares of the Common Stock and 3,700,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting person can currently be converted.

⁴

Calculated on the basis of a total of 34,413,459 shares of Common Stock outstanding as of May 7, 2019, as reported by the Issuer in the Form 10-Q, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 3,700,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting persons can currently be converted.

This Amendment No. 26 (this “Amendment No. 26”) amends and supplements the Schedule 13D filed by Kien Huat Realty III Limited (“Kien Huat”) and Lim Kok Thay (together with Kien Huat, the “Reporting Persons”) with the Securities and Exchange Commission on August 27, 2009, as previously amended (the “Schedule 13D”), relating to the Common Stock of the Issuer. All capitalized terms used in this Amendment No. 26 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

Items 4 and 6 are hereby amended and supplemented to add the following:

Item 4. Purpose of Transaction

On August 5, 2019, Kien Huat and Genting Malaysia Berhad, a public limited liability company incorporated in Malaysia and an affiliate of Kien Huat (“Genting Malaysia”), submitted a preliminary non-binding proposal to the Issuer (“Proposal Letter”) to acquire all of the outstanding equity of the Company not owned by the Reporting Persons or their affiliates (including Genting Berhad, Genting Malaysia Berhad and its subsidiaries) in a merger (the “Merger”) for cash payment of $9.74 per share of the Company's common stock, par value $0.01 per share (the “Common Stock”), with each share of the Company’s Series B Preferred Stock, par value $0.01 per share, receiving such consideration on an as-converted basis.

In addition, Kien Huat, Genting (USA) Limited and Genting Malaysia have entered into a binding term sheet to, among other things, facilitate the proposed Merger (the “Term Sheet”). Pursuant to the Term Sheet, subject to the satisfaction of certain conditions (including receipt of regulatory approvals), Kien Huat will sell to a wholly owned subsidiary of Genting Malaysia 13,200,000 shares of Common Stock at the same price per share proposed in the Proposal Letter to be paid to the minority stockholders in the Merger. In addition, Kien Huat intends to form a joint venture with Genting Malaysia that will hold all of the Common Stock currently held by Kien Huat (including the Common Stock proposed to be sold to a subsidiary of Genting Malaysia). This joint venture would be owned 49% by a subsidiary of Genting Malaysia and 51% by Kien Huat. At all times, Kien Huat is expected to remain the direct or indirect majority owner of the Company’s equity securities. Under the terms of the Term Sheet, in the event that the proposed Merger is consummated, Kien Huat and Genting Malaysia would fund amounts due in connection with the Merger in accordance with their relative ownership in the joint venture.

As indicated in the Proposal Letter, the proposed Merger would be subject to the approval of (i) the Special Committee or another committee of the board of directors of the Company (the “ Board ”) composed solely of disinterested members of the Board who are also independent of Kien Huat and its affiliates (including Genting Berhad, Genting Malaysia and their subsidiaries) and (ii) holders of a majority of the votes represented by the outstanding shares of Common Stock and Series B Preferred Stock (together with any other capital stock of the Company entitled to vote together with the Common Stock in the election of the board of directors of the Company, “ Voting Stock ”) other than Voting Stock owned by Kien Huat, Genting Malaysia, or their affiliates and associates and executive management.

There can be no assurance that a definitive agreement will be executed with the Company relating to a proposed Merger on the terms proposed in the Proposal Letter or on any other terms or that if a definitive agreement is entered into that the transactions contemplated by such definitive agreement will be consummated.

The Reporting Persons intend to engage in, among other activities, due diligence activities, communications and negotiations with each other, Genting Malaysia and its affiliates, the Special Committee, the Issuer's management, advisors, other stakeholders (including other equityholders, lenders and the Issuer's contractual and operational counterparties and regulators), regulatory authorities and potential sources of liquidity and debt and equity financing, in respect of the terms, conditions and other matters relating to a potential transaction involving the Issuer and its securities, including the potential transaction described in the Proposal Letter, and a broad range of other strategic, financial and operational matters.

References to and descriptions of the Joint Proposal Letter and the Term Sheet do not purport to be complete and are qualified in their entirety by reference to the actual Joint Proposal Letter and Term Sheet, which are filed as Exhibit 23 and Exhibit 24, respectively, and are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The disclosure set forth under Item 4 of this Amendment No. 26 is incorporated herein by reference. 

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 6, 2019

___________________

* The Letter of Authorization given by Kien Huat Realty III Limited is filed as Exhibit 21 hereto.

** The Letter of Authorization given by Lim Kok Thay is filed as Exhibit 22 hereto.