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 23, 2020

RED ROCK RESORTS, INC.

(Exact name of registrant as specified in its charter)

1505 South Pavilion Center Drive, Las Vegas, Nevada 89135

(Address of principal executive offices)

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 23, 2020, Station Casinos LLC (“Station Casinos”), which Red Rock Resorts, Inc. (“RRR”) owns a majority indirect interest in and manages, announced that it intends to offer, subject to market and other conditions, approximately $500 million aggregate principal amount of senior notes due 2028 in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Offering”). Set forth below is certain information provided to potential investors in the Offering.

Recent Developments

Although the results of operations for RRR for the three months ended December 31, 2019 are not yet available, the following reflects our current expectations for that period:

The following is a quantitative reconciliation of the high and low ends of the above expected range of Adjusted EBITDA to operating income and earnings from joint ventures. We are not providing a quantitative reconciliation of our expectations for Adjusted EBITDA to net income (loss), which is the corresponding GAAP measure, because we do not have information necessary to finalize the calculation of benefit (provision) for income tax, which could have a significant impact on net income (loss) for the three months ended December 31, 2019.

The estimates set forth above are based solely on currently available information. RRR has not finalized its financial statement closing process for the three months ended December 31, 2019 or the audit of its financial statements for the year ended December 31, 2019. During the course of this process, RRR may identify items that would require it to make adjustments to the expected preliminary operating results described above. As a result, the discussion above constitutes forward-looking statements and, therefore, we caution you that these statements are subject to risks and uncertainties, including possible adjustments to our preliminary operating results and the risk factors highlighted herein and in RRR’s public filings.

Adjusted EBITDA is non-GAAP measure that is presented solely as a supplemental disclosure. Adjusted EBITDA includes net (loss) income plus depreciation and amortization, share-based compensation, write-downs and other charges, net (including Palms redevelopment and preopening expenses, loss on artist performance agreement terminations at Palms’ nightclub and dayclub, severance, business innovation and technology enhancements), tax receivable agreement liability adjustment, interest expense, net, loss on extinguishment/modification of debt, change in fair value of derivative instruments, (benefit) provision for income tax and other.

On January 23, 2020, Station Casinos issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference to this Item 8.01.

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

Proposed Offering of Senior Notes

LASVEGAS, January 23, 2020 – Station Casinos LLC (the “Company”), a consolidated subsidiary of Red Rock Resorts, Inc. (NASDAQ: RRR), announced today that it intends to offer, subject to market and other conditions, approximately $500 million aggregate principal amount of senior notes due 2028 (the “Notes”) in a private placement.

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.

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