UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets |
As previously disclosed, on May 3, 2021, Red Rock Resorts, Inc., a Delaware corporation (the “Company”), through its subsidiary Station Casinos LLC, a Nevada limited liability company (“Station”), and Station’s subsidiary, RRR Palms LLC, a Nevada limited liability company (“RRR Palms”), entered into an Interest Purchase Agreement (the “Interest Purchase Agreement”) with SMGHA Nevada, LLC, a Nevada limited liability company (“Buyer”), and Yuhaviatam, LLC, a California limited liability company, as the guarantor of Buyer’s obligations, pursuant to which Buyer agreed to purchase all of the outstanding membership interests of RRR Palms. RRR Palms is the owner of the entities that own the Palms Casino Resort and Palms Place, both located in Las Vegas, Nevada.
On December 17, 2021, Station completed the sale of RRR Palms pursuant to the Interest Purchase Agreement for aggregate cash consideration of $650,000,000, subject to adjustment for certain working capital items.
| Item 9.01 | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information. |
Unaudited pro forma condensed consolidated financial information for the year ended December 31, 2020 and as of and for the nine months ended September 30, 2021 is filed as Exhibit 99.1 hereto and are incorporated herein by reference.
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 2.1 | Interest Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed on August 6, 2021) | |
| 99.1 | Unaudited pro forma condensed consolidated financial information for the year ended December 31, 2020 and as of and for the nine months ended September 30, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RED ROCK RESORTS, INC. | ||||||
| Date: December 17, 2021 | By: | /s/ Stephen L. Cootey | ||||
| Stephen L. Cootey | ||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||