In addition, a portion of the purchase price will be deposited in an escrow account to fund obligations of FP Holdings with respect to certain specified matters. Upon the terms and subject to the conditions of the Purchase Agreement, Station will acquire the Purchased Companies for cash consideration of $312.5 million, subject to a working capital adjustment and subject to increase in the amount of FP Holdings cash on hand at closing and decrease for indebtedness outstanding at the closing of the Acquisition and expenses incurred by FP Holdings in connection with the Acquisition. and FP HoldCo, L.L.C will be a wholly-owned subsidiary of Station. Following the Acquisition, each of FP Holdings, L.P, (∿P Holdings) Fiesta ParentCo, L.L.C.

(collectively, the Purchased Companies), the owner and operator of Palms Casino Resort (Palms), located in Las Vegas, Nevada (the ∺cquisition). (Sellers) to acquire the outstanding limited liability company interests and partnership interests of Fiesta ParentCo, L.L.C, FP HoldCo, L.L.C., and FP Holdings, L.P. (RRR) announced that Station Casinos LLC (Station) entered into a definitive agreement (the Purchase Agreement) with FP VoteCo, L.L.C. Entry Into a Material Definitive Agreement O Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) O Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) O Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) O Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (Former Name or Former Address, if Changed Since Last Report)Ĭheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. Registrants telephone number, including area code: (702) 495-3000

(Exact name of registrant as specified in its charter)ġ505 South Pavilion Center Drive, Las Vegas, Nevada 89135

Station casinos red rock resorts