4//SEC Filing
Kien Huat Realty III Ltd 4
Accession 0001387131-19-008799
CIK 0000906780other
Filed
Nov 14, 7:00 PM ET
Accepted
Nov 15, 4:57 PM ET
Size
17.1 KB
Accession
0001387131-19-008799
Insider Transaction Report
Form 4
Kien Huat Realty III Ltd
10% Owner
Transactions
- Other
Common Stock
2019-11-15$9.74/sh−968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses) - Other
Common Stock
2019-11-15$9.74/sh+968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses)
Lim Kok Thay
10% Owner
Transactions
- Other
Common Stock
2019-11-15$9.74/sh−968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses) - Other
Common Stock
2019-11-15$9.74/sh+968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses)
Genting Berhad
10% Owner
Transactions
- Other
Common Stock
2019-11-15$9.74/sh−968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses) - Other
Common Stock
2019-11-15$9.74/sh+968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses)
Genting Malaysia Berhad
10% Owner
Transactions
- Other
Common Stock
2019-11-15$9.74/sh−968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses) - Other
Common Stock
2019-11-15$9.74/sh+968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses)
Genting (USA) Ltd
10% Owner
Transactions
- Other
Common Stock
2019-11-15$9.74/sh−968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses) - Other
Common Stock
2019-11-15$9.74/sh+968,156$9,429,839→ 28,914,606 total(indirect: See Explanation of Responses)
Footnotes (5)
- [F1]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"), simultaneously (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.
- [F2]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.
- [F3]Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion.
- [F4]Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad.
- [F5]Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "Reporting Persons") and Parent, the Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
Documents
Issuer
EMPIRE RESORTS INC
CIK 0000906780
Entity typeother
IncorporatedXX
Related Parties
1- filerCIK 0001470324
Filing Metadata
- Form type
- 4
- Filed
- Nov 14, 7:00 PM ET
- Accepted
- Nov 15, 4:57 PM ET
- Size
- 17.1 KB