Genting (USA) Limited entered into a binding term sheet to acquire a 38.36% stake in Empire Resorts, Inc. (NasdaqGM:NYNY) (‘Empire’) from Kien Huat Realty III Limited (‘Kien Huat’) for approximately $130 million on August 5, 2019. Under the transaction, Genting (USA) will acquire 13.2 million shares of Empire common stock for $9.74 in cash per share. Under the term sheet, Kien Huat will form a joint venture with Genting Malaysia that will hold all of the common stock currently held by Kien Huat. The joint venture will 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 Empire’s equity securities. In a related and concurrent transaction, Kien Huat and Genting Malaysia Berhad (KLSE:GENM) submitted a preliminary non-binding proposal to acquire the remaining stake in Empire not already owned by Kien Huat and its affiliates at the $9.74 per share price. Under the terms of the term sheet, Kien Huat and Genting Malaysia would fund amounts due in connection with the transaction in accordance with their relative ownership in the joint venture. The acquisition of 13.2 million shares of Empire Resorts will be funded from the working capital of Genting Malaysia. No borrowed funds will be used to purchase the common stock. The term sheet contemplates that Genting Malaysia would assist in Empire and its subsidiaries pursuant to an arm’s length operations agreement. The transaction is subject to receipt of all necessary pre-closing authorizations, consents, expirations of waiting periods (including any extensions thereof) and approvals of all governmental entities, including any Gaming/Racing Approvals and the expiration of any applicable waiting period (or any extension thereof) in respect of the Hart-Scott Rodino antitrust Improvements Act of 1976. The deal does not require shareholders’ approval. Jeffrey D. Marell of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to special committee of the board of directors of Empire Resorts, Inc. Steven L. Wilner, Matthew P. Salerno and James E. Langston of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to Genting Malaysia Berhad, parent of Genting (USA) Limited. Melissa DiVincenzo and Eric Klinger-Wilensky of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisors to Genting Malaysia Berhad, parent of Genting (USA) Limited. Melissa DiVincenzo and Eric Klinger-Wilensky of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisors to Morris, Nichols, Arsht & Tunnell LLP. Genting (USA) Limited completed the acquisition of 38.36% stake in Empire Resorts, Inc. (NasdaqGM:NYNY) (‘Empire’) from Kien Huat Realty III Limited (‘Kien Huat’) on November 4, 2019.