8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2020

RED ROCK RESORTS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (702) 495-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check 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. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On January 24, 2020, Red Rock Resorts, Inc.’s consolidated subsidiary, Station Casinos LLC (the “Company”), issued a press release announcing that it had priced its offering of $750,000,000 aggregate principal amount of Senior Notes due 2028 (the “Notes”) at an interest rate of 4.5% and an issue price equal to 100% of the principal amount of the Notes. The offering is expected to close on or about February 7, 2020, subject to customary closing conditions. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.

The Company intends to apply the net proceeds of the sale of the Notes (i) to repay a portion of the amounts outstanding under its senior secured credit facilities, (ii) to pay fees and costs associated with the offering and (iii) for general corporate purposes.

The Notes will be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This report shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

(d)    Exhibits:

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.

EX-99.1

Exhibit 99.1

Station Casinos LLC Announces

Pricing of Senior Notes Offering

LASVEGAS, January 24, 2020 – Station Casinos LLC (the “Company”), a consolidated subsidiary of Red Rock Resorts, Inc. (NASDAQ: RRR), announced today it priced an offering of $750 million in aggregate principal amount of senior notes due 2028 (the “Notes”) at an interest rate of 4.5% per annum and an issue price equal to 100% of the principal amount of the Notes. The offering is expected to close on or about February 7, 2020, subject to customary closing conditions.

The Company intends to use the net proceeds of the offering (i) to repay a portion of the amounts outstanding under its senior secured credit facilities, (ii) to pay fees and costs associated with the offering and (iii) for general corporate purposes.

The Notes will be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities of the Company, nor shall there be any offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

FORWARD-LOOKING STATEMENTS

Statements contained in this news release that state the Company’s or management’s intentions, expectations or predictions of the future are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. Actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially is contained from time to time in the reports filed by Red Rock Resorts, Inc.,

the Company’s parent company, with the Securities and Exchange Commission, including but not limited to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and Annual Report on Form 10-K for the year ended December 31, 2018. The Company disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.

#    #    #