NYNY Empire Resorts Inc

CUSIP No.  292052305

¹ This includes 15,714,606 shares of common stock, par value $0.01 per share (the “Common Stock”), of Empire Resorts, Inc. (the “Issuer”) and 5,200,000 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 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 9, 2019 (the “10-Q”), 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting person can currently be converted.

CUSIP No.  292052305

³ This includes 28,914,606 shares of the Common Stock and 5,200,000 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 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in the 10-Q, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting person can currently be converted.

CUSIP No.  292052305

⁵ This includes 13,200,000 shares of Common Stock.

⁶ Calculated on the basis of a total of 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in the 10-Q, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock can currently be converted.

CUSIP No.  292052305

⁷ This includes 13,200,000 shares of Common Stock.

⁸ Calculated on the basis of a total of 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in the 10-Q, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock can currently be converted.

CUSIP No.  292052305

⁹ This includes 13,200,000 shares of Common Stock.

¹⁰ Calculated on the basis of a total of 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in the 10-Q, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock can currently be converted.

Items 1, 2, 3, 4, 5, 6 and 7 are hereby amended and supplemented to add the following:

Item 1. Security and Issuer.

This Schedule 13D (the “Statement”) relating to the common stock, par value $0.01 per share (the “Common Stock”) of Empire Resorts, Inc., a Delaware corporation (“Empire” or the “Issuer”), is filed (i) as Amendment No. 31 to amend and supplement the Schedule 13D (the “Original Schedule 13D”) filed by Kien Huat Realty III Limited (“Kien Huat”) and Lim Kok Thay with the Securities and Exchange Commission (the “SEC”) on August 27, 2009, as previously amended (the “Schedule 13D”) and (ii) by Genting Berhad (“Genting Berhad”), Genting Malaysia Berhad (‘GenM”) and Genting (USA) Limited (“Gen USA,” together with Genting Berhad and GenM, the “Genting Reporting Persons”, and together with Kien Huat, Lim Kok Thay, Genting Berhad and GenM, the “Reporting Persons”). The principal executive offices of the Issuer are located at c/o Monticello Raceway, Route 17B, Monticello, NY 12701. All capitalized terms used in this Statement and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D.

Item 2. Identity and Background.

This statement is being filed jointly on behalf of the Reporting Persons. The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is attached hereto as Exhibit 32.

Set forth in Schedule 1 to this Statement are the name, business address and present principal occupation or employment and citizenship of each member of the board of directors and corporate executive officer of Genting Berhad, GenM and Gen USA.

Lim Kok Thay may be deemed to indirectly control Genting Berhad, which controls GenM, which controls its indirect, wholly-owned subsidiary Gen USA. 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.

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.

Genting Berhad

Genting Berhad is a Malaysian public limited company, listed on the Main Market of Bursa Malaysia Securites Berhad. Genting Berhad is principally an investment holding and management company. Genting Berhad owns interests in several listed companies: GenM, Genting Plantations Berhad and Genting Singapore Limited, as well as wholly-owned unlisted subsidiaries Genting Energy Limited and Resorts World Las Vegas LLC. Genting Berhad and the companies in which it owns interests are involved in leisure and hospitality, oil palm plantations, power generation, oil and gas, property development, life sciences and biotechnology activities, with operations spanning across the globe, including in Malaysia, Singapore, Indonesia, India, China, the United States of America, Bahamas, the United Kingdom and Egypt.

The principal business address of Genting Berhad is:

24th Floor, Wisma Genting

Jalan Sultan Ismail

50250 Kuala Lumpur, Malaysia

Genting Malaysia Berhad

GenM was incorporated as Resorts World Sdn Bhd, a Malaysian private company limited by shares, on May 7, 1980. In 1989, Resorts World Sdn Bhd converted to a public company and changed its name to Resorts World Bhd. In 2009, Resorts World Bhd changed its name to GenM.

GenM is one of the leading destination resort operators in the world. GenM owns and operates major resort properties including Resorts World Genting in Malaysia, RWNY in the United States, Resorts World Bimini in the Bahamas, Resorts World Birmingham and over 40 casinos in the United Kingdom and Crockfords Cairo in Egypt. GenM also owns and operates two seaside resorts in Malaysia, namely Resorts World Kijal in Terengganu and Resorts World Langkawi on Langkawi Island.

The principal business address of GenM is:

Genting Highlands Resort

69000 Genting Highlands

Pahang Darul Makmur, Malaysia

Genting (USA) Limited

Gen USA is an Isle of Man company limited by shares. The principal business of Gen USA is to act as an investment holding company for investments indirectly held by GenM, including the transactions contemplated by the Term Sheet, dated as of August 5, 2019, by and among Kien Huat, GenM and Gen USA (as defined in the Amendment to the Original Schedule 13D filed with the SEC on August 6, 2019). Gen USA holds 13,200,000 shares of Common Stock, which, it is expected that, prior to the completion of the Merger (as defined in the Amendment to the Original Schedule 13D filed with the SEC on August 20, 2019), will be contributed into Parent (as defined in the Amendment to the Original Schedule 13D filed with the SEC on August 20, 2019).

The registered office address of Gen USA is:

First Names House,

Victoria Road, Douglas

Isle of Man, IM2 4DF

During the last five years, none of the Genting Reporting Persons nor, to the knowledge of the Genting Reporting Persons, any of the persons listed on Schedule 1 hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 

Item 3. Source and Amount of Funds or Other Consideration.

The funds for the purchase of 13,200,000 shares of Common Stock from Kien Huat came from the working capital of GenM. No borrowed funds were used to purchase the Common Stock, other than any borrowed funds used for working capital purposes in the ordinary course of business.

Item 4. Purpose of Transaction.

On November 4, 2019, pursuant to the Term Sheet, Gen USA acquired 13,200,000 shares of Common Stock (the “Purchased Shares”), at $9.74 per share, from Kien Huat. It is expected that, prior to completion of the Merger, (i) the Purchased Shares will be contributed to Parent and Kien Huat will contribute 15,714,606 shares of Common Stock (representing all shares of Common Stock held by Kien Huat at such time) to Parent and (ii) Gen USA will contribute an amount of cash equal to 49% of the aggregate merger consideration payable in respect of each issued and outstanding share of the Issuer (other than Rollover Shares, Canceled Shares or Dissenting Shares (as defined in the Amendment to the Original Schedule 13D filed with the SEC on August 20, 2019)) (the “Aggregate Merger Consideration”) plus approximately $9.4 million and Kien Huat will contribute an amount of cash equal to 51% of the Aggregate Merger Consideration less $9.4 million. In exchange for such contributions, the Genting Reporting Persons, directly or indirectly, will continue to hold a 49% membership interest in Parent and (b) Kien Huat will continue to hold a 51% membership interest in Parent and will also receive $9.4 million in cash. As previously disclosed, the Reporting Persons intend to acquire all of the outstanding securities of the Company not already owned by the Reporting Persons.

Item 5. Interest in Securities of the Issuer

The disclosure set forth under Item 4 of this Statement is incorporated herein by reference.

(a-b) As of the date hereof, Kien Huat may be deemed to share beneficial ownership of 20,914,606 shares of Common Stock, representing approximately 52.8% of the outstanding Common Stock (calculated on the basis of a total of 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 9, 2019, 2,390 shares of Common Stock into which the Series B Preferred Stock, par value $0.01 (the “Series B Preferred Stock”), can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting persons can currently be converted). Because of the relationship between the Genting Reporting Persons, Kien Huat and Lim Kok Thay, Kien Huat may be deemed to beneficially own the shares of Common Stock held solely by Lim Kok Thay and the Genting Reporting Persons. Kien Huat disclaims beneficial ownership of such shares of Common Stock.

As of the date hereof, Lim Kok Thay may be deemed to share beneficial ownership of 34,114,606 shares of Common Stock, representing approximately 86.1% of the outstanding Common Stock (calculated on the basis of a total of 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 9, 2019, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock beneficially owned by the reporting persons can currently be converted).  

As of the date hereof, the Genting Reporting Persons may be deemed to share beneficial ownership of 13,200,000 shares of Common Stock, representing approximately 33.3% of the outstanding Common Stock (calculated on the basis of a total of 34,435,907 shares of Common Stock outstanding as of August 9, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 9, 2019, 2,390 shares of Common Stock into which the Series B Preferred Stock can be converted, and 5,200,000 shares of Common Stock into which the Preferred Stock can currently be converted). Because of the relationship between the Genting Reporting Persons, Kien Huat and Lim Kok Thay, the Genting Reporting Persons may be deemed to beneficially own the shares of Common Stock held solely by Lim Kok Thay and Kien Huat. The Genting Reporting Persons disclaim beneficial ownership of such shares of Common Stock.

(c) Except as set forth in this Schedule 13D, neither of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

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

The disclosure set forth under Item 4 of this Statement is incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on November 4, 2019 with respect to the joint filing of this Statement and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 32 and is incorporated herein by reference.

To the best knowledge of the Reporting Persons, except as provided herein and in the Original Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.  

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: November 4, 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.

EXHIBIT INDEX

SCHEDULE 1

Genting Berhad

Unless otherwise indicated, the correspondence address of each such person is 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. Directors are identified by an asterisk. Unless otherwise indicated, all directors and officers listed below are citizens of Malaysia. 

GenM

Unless otherwise indicated, the correspondence address of each such person is 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia, unless otherwise indicated. Directors are identified by an asterisk. Unless otherwise indicated, all directors and officers listed below are citizens of Malaysia. 

Gen USA

Unless otherwise indicated, the correspondence address of each such person is c/o GenM, 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. Directors are identified by an asterisk. Unless otherwise indicated, all directors and officers listed below are citizens of Malaysia. 

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement, including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Date: November 4, 2019