Attached files
file | filename |
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8-K - FORM 8-K - EMPIRE RESORTS INC | d106296d8k.htm |
EX-5.1 - EX-5.1 - EMPIRE RESORTS INC | d106296dex51.htm |
EX-99.3 - EX-99.3 - EMPIRE RESORTS INC | d106296dex993.htm |
EX-99.6 - EX-99.6 - EMPIRE RESORTS INC | d106296dex996.htm |
EX-99.8 - EX-99.8 - EMPIRE RESORTS INC | d106296dex998.htm |
EX-99.4 - EX-99.4 - EMPIRE RESORTS INC | d106296dex994.htm |
EX-99.1 - EX-99.1 - EMPIRE RESORTS INC | d106296dex991.htm |
EX-99.9 - EX-99.9 - EMPIRE RESORTS INC | d106296dex999.htm |
EX-99.7 - EX-99.7 - EMPIRE RESORTS INC | d106296dex997.htm |
EX-99.5 - EX-99.5 - EMPIRE RESORTS INC | d106296dex995.htm |
Exhibit 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
FOR RIGHTS CERTIFICATES ISSUED BY
EMPIRE RESORTS, INC.
Instructions for using this form
This form, or one substantially equivalent hereto, must be used to exercise the transferable subscription rights (the Rights) pursuant to the rights offering (the Rights Offering) as described in the prospectus dated January 4, 2016 (the Prospectus Supplement) of Empire Resorts, Inc., a Delaware corporation (the Company), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the Rights Certificate(s)), to the subscription agent listed below (the Subscription Agent) prior to 5:00 p.m., New York City time, on February 10, 2016, (the Expiration Date). Such form must be delivered by hand or sent by telegram, facsimile transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent prior to the Expiration Date. See The Rights OfferingGuaranteed Delivery Procedures in the Prospectus Supplement.
Each Right allows the holder thereof to subscribe for one share (the Basic Subscription Right) of the Companys common stock, par value $0.01 per share (Common Stock). If a Rights holder purchases all of the shares of Common Stock available to it pursuant to its Basic Subscription Right, it may also exercise an oversubscription right (the Oversubscription Right) to purchase a portion of any shares of Common Stock that are not purchased by holders through the exercise of their Basic Subscription Rights, up to the number of shares it purchased under the Basic Subscription Right (such shares, the Unsubscribed Shares). To the extent the number of the Unsubscribed Shares is not sufficient to satisfy all of the properly exercised Oversubscription Right requests, then the available shares will be prorated among those who properly exercised their Oversubscription Right based on the number of shares each Rights holder subscribed for under the Oversubscription Right
Payment of the Subscription Price of $14.40 per share of Common Stock subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in the Prospectus Supplement prior to the Expiration Date even if the Rights Certificate(s) evidencing such Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. See The Rights OfferingMethod of Exercising Subscription Rights in the Prospectus Supplement.
The address of the Subscription Agent is as follows:
Continental Stock Transfer and Trust Company
17 Battery Place, 8th Floor
New York, NY 10004
Attn: Corporate Actions Department
By Facsimile Transmission:
(212) 616-7610
Telephone Number for Confirmation:
(917) 262-2378
If you have any questions, require assistance regarding the method of exercising Rights or require additional copies of relevant documents, please contact the Information Agent, Morrow & Co., LLC, at (855) 201-1081 or by email at empire.info@morrowco.com.
Delivery of this instrument to an address other than as set forth above or transmission of this instrument via facsimile other than as set forth above does not constitute a valid delivery
Ladies and Gentlemen:
The undersigned hereby represents that the undersigned is the holder of one or more Rights Certificate(s) representing Right(s) and that such Rights Certificate(s) cannot be delivered to the Subscription Agent prior to the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus Supplement, receipt of which is hereby acknowledged, the undersigned hereby elects to (i) exercise the Basic Subscription Right to subscribe for share(s) of Common Stock with respect to each of the Rights represented by such Rights Certificate(s) and (ii) exercise the Oversubscription Right relating to such Rights, to the extent that shares of Common Stock are available therefor, for an aggregate of up to share(s) of Common Stock, subject to availability and allocation as described in the Prospectus Supplement.
The undersigned understands that payment of the Subscription Price of $14.40 per full share of Common Stock subscribed for pursuant to the Basic Subscription Right and the Oversubscription Right must be received by the Subscription Agent prior to the Expiration Date, and represents that such payment, in the aggregate amount of $ either (check appropriate box):
¨ | is being delivered to the Subscription Agent herewith | |||
or | ||||
¨ | has been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete information relating thereto): | |||
¨ | Wire transfer of funds |
Name of transferor institution: |
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Date of transfer: |
|
Confirmation number (if available) : |
| |||
¨ | Cashiers check or Certified check draw on a U.S. bank | |||
¨ | U.S. Postal Money order |
Name of maker: |
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Signature(s) | Address | |||
Names | ||||
(Please type or print) Rights Certificate No(s). (if available) |
Area Code and Tel. No.(s) |
GUARANTEE OF DELIVERY
(Not to Be Used for Rights Certificate Signature Guarantee)
The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after the date hereof.
Dated:
(Address) | (Name of Firm) | |||
(Area Code and Telephone Number) | (Authorized Signature) |
The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Rights Certificate(s) to the Subscription Agent within the time period shown in this prospectus. Failure to do so could result in a financial loss to such institution.