0001104659-16-120524.txt : 20160512 0001104659-16-120524.hdr.sgml : 20160512 20160512170530 ACCESSION NUMBER: 0001104659-16-120524 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20160512 DATE AS OF CHANGE: 20160512 GROUP MEMBERS: F & J FERTITTA FAMILY BUSINESS TRUST GROUP MEMBERS: FERTITTA BUSINESS MANAGEMENT LLC GROUP MEMBERS: FERTITTA INVESTMENT LLC GROUP MEMBERS: FI STATION INVESTOR LLC GROUP MEMBERS: FRANK J. FERTITTA III GROUP MEMBERS: KVF INVESTMENTS, LLC GROUP MEMBERS: L & T FERTITTA FAMILY BUSINESS TRUST GROUP MEMBERS: LNA INVESTMENTS, LLC GROUP MEMBERS: LORENZO J. FERTITTA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Red Rock Resorts, Inc. CENTRAL INDEX KEY: 0001653653 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 475081182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89488 FILM NUMBER: 161644832 BUSINESS ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 7024953000 MAIL ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Station Casinos Corp. DATE OF NAME CHANGE: 20150921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fertitta Holdco LLC CENTRAL INDEX KEY: 0001674462 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 702-495-3000 MAIL ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 SC 13D 1 a16-11174_2sc13d.htm SC 13D

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Red Rock Resorts, Inc.

(Name of Issuer)

Common A Common Stock, par value $0.01

(Title of Class of Securities)

75700L108

(CUSIP Number)

Frank J. Fertitta III

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

(702) 495-3000

with a copy to:

Kenneth J. Baronsky, Esq.

Deborah J. Conrad, Esq.

Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa Street, 30th Floor

Los Angeles, California 90017

(213) 892-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 2, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person Fertitta Business Management LLC

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 28,789,800

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 28,789,800

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 28,789,800

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 42.50%

	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person FI Station Investor LLC

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 23,111,950

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 23,111,950

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 23,111,950

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 37.30%

	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person Fertitta Holdco LLC

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 23,111,950

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 23,111,950

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 23,111,950

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 37.3%

	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person Fertitta Investment LLC

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 21,327,185

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 21,327,185

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 21,327,185

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 35.43%

	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person KVF Investments, LLC

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 8,782,826

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 8,782,826

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 8,782,826

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 18.43%

	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person LNA Investments, LLC

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 8,782,826

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 8,782,826

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 8,782,826

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 18.43%

	(14)	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person F & J Fertitta Family Business Trust

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 14,394,900

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 14,394,900

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 14,394,900

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 26.98%

	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person L & T Fertitta Family Business Trust

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 14,394,900

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 14,394,900

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 14,394,900

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 26.98%

	(14)	Type of Reporting Person (See Instructions) OO (Trust)

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person Frank J. Fertitta III

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 46,355,452

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 46,355,452

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 46,355,452

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 54.38%

	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 75700L108

	(1)	Name of Reporting Person Lorenzo J. Fertitta

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds OO (See Item 3)

	(5)	Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 0

			(8)	Shared Voting Power 46,355,452

			(9)	Sole Dispositive Power 0

			(10)	Shared Dispositive Power 46,355,452

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 46,355,452

	(12)	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11) 54.38%

	(14)	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 75700L108

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Red Rock Resorts, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by (i) FI Station Investor LLC (“FI Station”) its capacity as the record owner of the Issuer’s securities as set forth herein; (ii) Fertitta Investment LLC (“Fertitta Investment”), in its capacity as the majority member of FI Station; (iii) KVF Investments, LLC (“KVF”) in its capacity as a member of FI Station and Fertitta Investment; (iv) LNA Investments, LLC (“LNA”) in its capacity as a member of FI Station and Fertitta Investment; (v) Fertitta Business Management LLC (“FBM”), in its capacity as the record owner of the Issuer’s securities as set forth herein and as a member of Fertitta Investment; (vi) F & J Fertitta Family Business Trust (the “F&J Trust”), in its capacity as a member of FBM; (vii) L & T Fertitta Family Business Trust (the “L&T Trust”), in its capacity as a member of FBM; (viii) Fertitta Holdco LLC (“Fertitta Holdco”), in its capacity as manager of FI Station and Fertitta Investment; (viii) Frank J. Fertitta III; and (ix) Lorenzo J. Fertitta (the foregoing entities and persons collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 1.

Prior to the closing of the Issuer’s initial public offering (the “IPO”) of the Issuer’s Class A Common Stock, the Issuer effected certain reorganization transactions. The limited liability company agreement of Station Holdco LLC, a Delaware limited liability company (“Holdco”), was amended and restated and the parties thereto entered into an Exchange Agreement pursuant to which the LLC Units (as defined therein) became exchangeable (together with a corresponding number of Class B Shares) at any time and from time to time for an equal number of shares of the Issuer’s Class A Common Stock or, at the election of the Issuer, cash. FI Station and FBM retained their LLC Units and purchased shares of the Issuer’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) on a one-to-one basis with the number of LLC Units they owned, for nominal consideration.

As of the date of this statement, (i) FI Station is the record owner of 42,199 shares of Class A Common Stock, 23,111,950 shares of Class B Common Stock and 23,111,950 LLC Units and (ii) FBM is the record owner of 23,243,502 shares of Class B Common Stock and 23,243,502 LLC Units. FI Station’s principal business is to invest in the equity securities of Holdco and the Issuer. FBM’s principal business is to invest in the equity securities of Holdco and the Issuer as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. Fertitta Investment is the majority member of FI Station, and Fertitta Investments’ principal business is to act as such. KVF and LNA are members of FI Station and Fertitta Investment and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. The F&J Trust and the L&T Trust are members of FBM and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. Fertitta Holdco is the manager of FI Station and Fertitta Investment and its principal business is to manage FI Station and Fertitta Investment and other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta.

Due to their relationships with FI Station and FBM, each of Fertitta Holdco, Fertitta Investment, KVF, LNA, the F&J Trust and the L&T Trust may be deemed to have shared voting and investment power with respect to the Class A Common Stock, Class B Common Stock and LLC Units beneficially owned by FI Station and FBM. As such, Fertitta Holdco, Fertitta Investment, KVF, LNA, the F&J Trust and the L&T Trust may be deemed to have shared beneficial ownership over such securities. Each of Fertitta Investment, KVF, LNA, the F&J Trust and the L&T Trust, however, disclaims beneficial ownership of any shares of shares of Class A Common Stock, shares of Class B common Stock and LLC Units, except to the extent of any pecuniary interest therein.

SCHEDULE 13D

CUSIP No. 75700L108

Fertitta Holdco is owned and managed by Frank J. Fertitta III and Lorenzo J. Fertitta. KVF is managed by Frank J. Fertitta III and is beneficially owned by various trusts established for the benefit of his three children. LNA is managed by Lorenzo J. Fertitta and is beneficially owned by various trusts established for the benefit of his three children. FBM is owned and controlled 50% by the F&J Trust, a revocable trust for which Frank J. Fertitta III has sole investment and voting power, and 50% by the L&T Trust, a revocable trust for which Lorenzo J. Fertitta has sole investment and voting power. Accordingly, each of Frank J. Fertitta III and Lorenzo J. Fertitta may be deemed to have shared voting and investment power with respect to the Class A Common Stock, Class B Common Stock and LLC Units beneficially owned by FI Station and FBM. As such, each of Frank J. Fertitta III and Lorenzo J. Fertitta may be deemed to have shared beneficial ownership over such securities. Each of Frank J. Fertitta III and Lorenzo J. Fertitta disclaims beneficial ownership of any shares of Class A Common Stock, shares of Class B common Stock and LLC Units beneficially owned by FI Station, Fertitta Investment, FBM, KVF, LNA, the F&J Trust and the L&T Trust, except to the extent of any pecuniary interest therein.

(b) The business address of each of the Reporting Persons is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

(c) Not applicable to FI Station, FMB Fertitta Investment, KVF, LNA, the F&J Trust or the L&T Trust. Frank J. Fertitta III is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer. Lorenzo J. Fertitta is a Vice President and a member of the Board of Directors of the Issuer.

(d) None of the Reporting Persons has been convicted in a criminal proceeding during the last five years.

(e) None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

(f) Each natural person identified in this Item 2 is a citizen of the United States. Each entity identified in this Item 2, other than FI Station and Fertitta Holdco, is organized under the laws of Nevada. FI Station and Fertitta Holdco organized under the laws of Delaware.

Item 3. Source and Amount of Funds or Other Consideration

The members of Holdco entered into the Third Amended and Restated Limited Liability Company Agreement of Holdco (the “LLC Agreement”) and an Exchange Agreement immediately prior to the closing of the initial public offering (the “IPO”) of the Issuer’s Class A Common Stock pursuant to the registration statement on Form S-1 (File No. 333-207397). Pursuant to the terms of the LLC Agreement and Exchange Agreement, the LLC Units, together with shares of Class B Common Stock, are exchangeable for shares of Class A Common Stock on a one-for-one basis, or for cash at the election of the Issuer.

On May 2, 2016, PB Investor II LLC, of which FI Station Investor LLC was a member, merged with a newly-formed subsidiary of the Issuer. As a result of this merger, FI Station Investor LLC received 42,199 shares of Class A Common Stock.

Item 4. Purpose of Transaction

The Reporting Persons acquired, and presently hold, the Class A Common Stock, Class B Common Stock and LLC Units for investment purposes. Frank J. Fertitta III serves as the Issuer’s Chief Executive Officer and Chairman of the Board. Lorenzo J. Fertitta serves as a member of the Issuer’s board of directors and as Vice President of the Issuer.

Pursuant to the LLC Agreement, the Issuer and the members of Holdco are entitled to certain registration rights with respect to the Issuer’s securities. For further information, see Item 6, and the LLC Agreement filed as Exhibit 4.

Each of Fertitta Business Management LLC, FI Station Investor LLC, Frank J. Fertitta III and Lorenzo J. Fertitta have entered into Lock-Up Agreements pursuant to which they have agreed that, prior to October 24, 2016, they will not, without the prior written consent of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, dispose of or hedge any shares of the Issuer’s Class A Common Stock or any securities convertible into or exchangeable for the Issuer’s Class A Common Stock (including the LLC Units) subject to certain customary exceptions.

SCHEDULE 13D

CUSIP No. 75700L108

Except as otherwise described in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer

(a) and (b) The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person (based on 38,971,058 shares of Class A Common Stock outstanding as of May 2, 2016). The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.

Reporting Person	Number of Shares Beneficially Owned	Percentage of Class A Common Stock Outstanding(1)		Number of LLC Units Sold in Past 60 Days(2)
FBM	28,789,800	42.50	%	712,852	(3)
FI Station	23,111,950	37.30	%	752,574	(3)
Fertitta Holdco	23,111,950	37.30	%	—
Fertitta Investment	21,327,185	35.43	%	—
KVF	8,782,826	18.43	%	—
LNA	8,782,826	18.43	%	—
F&J Trust	14,394,900	26.98	%	—
L&T Trust	14,394,900	26.98	%	—
Frank J. Fertitta III	46,355,452	54.38	%	—
Lorenzo J. Fertitta	46,355,452	54.38	%	—
Total for Group	46,355,452	54.38	%	1,465,426

(1) Based on the number of shares of Class A Common Stock (38,971,058) issued and outstanding as of May 2, 2016, the closing date of the IPO, and assuming all outstanding LLC Units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.

(2) Includes only sales of LLC Units directly owned by the Reporting Person.

(3) On May 2, 2016, the Issuer used a portion of the proceeds from the IPO to purchase LLC Units from certain members of Holdco, including from FI Station Investor LLC and Fertitta Business Management LLC, in the quantities set forth in the table above, at a price of $18.33 per LLC Unit

(c) On May 2, 2016, the Issuer used a portion of the proceeds from the IPO to purchase LLC Units from certain members of Holdco, including from FI Station and FBM, in the quantities set forth in the table above, at a price of $18.33 per LLC Unit.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Immediately prior to the closing of the IPO, the Issuer effectuated certain reorganization transactions (as described more fully in Item 2), resulting in, among other things, certain Reporting Persons receiving shares of the Issuer’s Class A Common Stock, and Reporting Persons holding LLC Units and Class B Common Stock.

SCHEDULE 13D

CUSIP No. 75700L108

Pursuant to the LLC Agreement, the members of Holdco hold “demand” registration rights exercisable commencing 180 days after the closing of the IPO (concurrently with the expiration of the lock-up period), whereby they may require the Issuer to use reasonable efforts to register either their shares of Class A Common Stock received in connection with the IPO, or received in exchange for shares of Class B Common Stock and LLC Units, for resale under the Securities Act. The LLC Agreement also provides members of Holdco with piggyback registration rights. For further information, see Item 4, and the Registration Rights Agreement, filed as Exhibit 7.2.

The Issuer entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with Holdco and the members of Holdco effective as of the closing of the IPO that provides for the payment by the Issuer to the members of Holdco of 85% of the amount of tax benefits, if any, that the Issuer actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of assets of Holdco resulting from purchases or exchanges of LLC Units or any prior sales of LLC Units and (ii) certain other tax benefits. For further information, see the Tax Receivable Agreement filed as Exhibit 5.

The Exchange Agreement provides holders of LLC Units and Class B Common Stock the right to exchange their LLC Units and Class B Common Stock, on a one-for-one basis, for shares of A-Common, or cash (at the Issuer’s election). For further details, please see the Exchange Agreement filed as Exhibit 3.

The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Form of Lock-Up Agreement, the Exchange Agreement, the LLC Agreement and the Tax Receivable Agreement, filed herewith as Exhibits 2, 3, 4, and 5 respectively and incorporated herein by reference.

Other than the matters disclosed above in response to Items 4 and 5, and this Item 6, none of the Reporting Persons is party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit		Description
Exhibit 1		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 2		Form of Lock-Up Agreement.

Exhibit 3		Exchange Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K (File No. 001-37754) filed with the SEC on May 2, 2016).

Exhibit 4		Third Amended and Restated Limited Liability Company Agreement of Station Holdco LLC, by and among Holdco and its Members (as defined therein) (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (File No. 001-37754) filed with the SEC on May 2, 2016).

Exhibit 5		Tax Receivable Agreement, by and among Red Rock Resorts, Inc., Station Holdco LLC, and each of the Members (as defined therein) (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-37754) filed with the SEC on May 2, 2016).

Exhibit 7		Power of Attorney for Frank J. Fertitta III

SCHEDULE 13D

CUSIP No. 75700L108

Exhibit 8		Power of Attorney for Fertitta Business Management LLC

Exhibit 9		Power of Attorney for FI Station Investor LLC

Exhibit 10		Power of Attorney for Fertitta Investment LLC

Exhibit 11		Power of Attorney for KVF Investments, LLC

Exhibit 12		Power of Attorney for LNA Investments, LLC

Exhibit 13		Power of Attorney for F & J Fertitta Family Business Trust

Exhibit 14		Power of Attorney for L & T Fertitta Family Business Trust

Exhibit 15		Power of Attorney for Lorenzo J. Fertitta

Exhibit 16		Power of Attorney for Fertitta Holdco LLC

SCHEDULE 13D

CUSIP No. 75700L108

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: May 12, 2016

Fertitta Business Management LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

FI Station Investor LLC

By:			/s/ John Hertig
			Name:		John Hertig
			Title:		Attorney-in-Fact

Fertitta Investment LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

Fertitta Holdco LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

LNA Investments, LLC

By:		/s/ John Hertig
		Name:		John Hertig
		Title:		Attorney-in-Fact

KVF Investments, LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

F & J Fertitta Family Business Trust

By:		/s/ John Hertig
		Name:		John Hertig
		Title:		Attorney-in-Fact

L & T Fertitta Family Business Trust

By:	/s/ John Hertig
	Name:			John Hertig
	Title:			Attorney-in-Fact

/s/ John Hertig as Attorney-in-Fact
Frank J. Fertitta III

/s/ John Hertig as Attorney-in-Fact
Lorenzo J. Fertitta

EX-1 2 a16-11174_2ex1.htm EX-1

Exhibit 1

JOINT FILING AGREEMENT

This Agreement is made this 12th day of May, 2016, by and among each of the undersigned.

WHEREAS, each of the undersigned is required to file Schedule 13D with respect to ownership of securities in Red Rock Resorts, Inc.;

NOW, THEREFORE, the undersigned agree to file only one Schedule 13D reflecting their combined beneficial ownership of securities in Red Rock Resorts, Inc., and each of the undersigned hereby designates and appoints the other as his attorney-in-fact with full power of substitution for each of them, each acting singly, to sign, file and make any further amendments to such Schedule 13D.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above.

Fertitta Business Management LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

FI Station Investor LLC

By:			/s/ John Hertig
			Name:		John Hertig
			Title:		Attorney-in-Fact

Fertitta Investment LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

Fertitta Holdco LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

LNA Investments, LLC

By:		/s/ John Hertig
		Name:		John Hertig
		Title:		Attorney-in-Fact

KVF Investments, LLC

By:		/s/ John Hertig
		Name:			John Hertig
		Title:			Attorney-in-Fact

F & J Fertitta Family Business Trust

By:		/s/ John Hertig
		Name:		John Hertig
		Title:		Attorney-in-Fact

L & T Fertitta Family Business Trust

By:	/s/ John Hertig
	Name:			John Hertig
	Title:			Attorney-in-Fact

/s/ John Hertig as Attorney-in-Fact
Frank J. Fertitta III

/s/ John Hertig as Attorney-in-Fact
Lorenzo J. Fertitta

[Signature Page — 13D Joint Filing Agreement]

EX-2 3 a16-11174_2ex2.htm EX-2

Exhibit 2

LOCK-UP AGREEMENT

April 15, 2016

Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Goldman, Sachs & Co.

c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Re: Red Rock Resorts, Inc. — Public Offering

Ladies and Gentlemen:

The undersigned understands that Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule 1 to such agreement (the “Underwriters”), with Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) of shares of Class A common stock, par value $0.01 per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, the undersigned will not, during the period ending 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including the LLC Units,

Class B Common Stock, or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (including the LLC Units and Class B Common Stock), in each case other than (A) the securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) pursuant to the Reorganization Transactions as contemplated in the Pricing Disclosure Package, (C) exchanges of LLC Units for Common Stock pursuant to the terms of that certain exchange agreement, to be dated as of the closing date of the Public Offering, among the Company, the LLC and the LLC’s existing owners (the “Exchange Agreement”) (it being understood that any Common Stock issued in exchange for LLC Units and Class B Common Stock pursuant to the Exchange Agreement shall be subject to this Letter Agreement), (D) the sale of LLC Units to the Company, and the purchase by the Company of such LLC Units with a portion of the net proceeds from the issuance of the Common Stock in connection with the Public Offering as contemplated in the Pricing Disclosure Package, (E) transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or the family members of the undersigned, (F) transfers to any beneficiary of the undersigned pursuant to a will, other testamentary document, (G) transfers pursuant to applicable laws of descent, (H) transfers as a bona fide gift or gifts, (I) distributions or other transfers to members, partners or stockholders of the undersigned, (J) transfers to the undersigned’s subsidiaries, or direct or indirect affiliates (as such term is defined in Rule 405 under the Securities Act of 1933), (K) transfers of Common Stock or such other securities pursuant to an order of a court or regulatory agency, or as otherwise required (as determined by the undersigned in good faith upon consultation with counsel) under applicable law, rules or regulations, (L) transfers of Common Stock acquired in (x) open market transactions following completion of the Public Offering by any person other than the Company or (y) from the Underwriters in the Public Offering, (M) the pledge, hypothecation or other granting of a security interest in Common Stock or such other securities to one or more banks or financial institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such shares of Common Stock or other securities, (N) transfers to satisfy tax withholding obligations (including in respect of estimated taxes) in connection with the exercise of options to purchase Common Stock or the vesting of restricted stock awards and (O) transfers of Common Stock or such other securities with the prior written consent of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC on behalf of the Underwriters; provided that (1) in the case of any transfer or distribution pursuant to clauses (E), (H), (I), (J), (L) and (M), each donee, transferee or distributee shall execute and deliver to Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC a lock-up letter in the form of this paragraph, (2) in the case of any transfer or distribution pursuant to clauses (E), (H) and (L), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the

expiration of the 180-day period referred to above) and (3) in all cases other than (E), (H) and (L), the undersigned will provide Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC prior written notice informing them of any filing under the Exchange Act or other public announcement and such filing or announcement shall briefly note the applicable circumstances that cause the applicable exception to this Letter Agreement to apply and explain that the filing or announcement relates solely to transfers or distributions falling within the category described in the relevant case above.

If the undersigned is an officer or director of the Company, (i) Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if (i) the closing of the public offering has not occurred prior to April 15, 2016 or (ii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be automatically released from all obligations under this Letter Agreement, and this Letter Agreement shall be of no further force or effect. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

	Very truly yours,

SIGNATURE PAGE TO FORM OF LOCK-UP AGREEMENT

EX-7 4 a16-11174_2ex7.htm EX-7

Exhibit 7

LIMITED POWER OF ATTORNEY FOR FRANK J. FERTITTA III

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints John Hertig, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) neither the Company nor either of such attorneys-in-fact assumes:

(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and

(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

/s/
Frank J. Fertitta III

EX-8 5 a16-11174_2ex8.htm EX-8

Exhibit 8

LIMITED POWER OF ATTORNEY FOR FERTITTA BUSINESS MANAGEMENT LLC

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

Fertitta Business Management LLC


By: F & J Fertitta Family Business Trust
Its: Member

By:	/s/
Name:		Frank J. Fertitta III
Title:		Trustee

EX-9 6 a16-11174_2ex9.htm EX-9

Exhibit 9

LIMITED POWER OF ATTORNEY FOR FI STATION INVESTOR LLC

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

FI Station Investor LLC


By:	/s/
Name:	Marc J. Falcone
Title:	Executive Vice President, Chief Financial Officer
	and Treasurer.

EX-10 7 a16-11174_2ex10.htm EX-10

Exhibit 10

LIMITED POWER OF ATTORNEY FOR FERTITTA INVESTMENT LLC

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 26 day of April, 2016.

Fertitta Investment LLC


By: Fertitta Holdco LLC
Its: Manager

By:	/s/
Name:	Frank J. Fertitta III
Title:	Manager

EX-11 8 a16-11174_2ex11.htm EX-11

Exhibit 11

LIMITED POWER OF ATTORNEY FOR KVF INVESTMENTS, LLC

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

KVF Investments, LLC

By:	/s/
Name:	Frank J. Fertitta III
Title:	Manager

EX-12 9 a16-11174_2ex12.htm EX-12

Exhibit 12

LIMITED POWER OF ATTORNEY FOR LNA INVESTMENTS, LLC

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

LNA Investments, LLC


By:	/s/
Name:	Lorenzo J. Fertitta
Title:	Manager

EX-13 10 a16-11174_2ex13.htm EX-13

Exhibit 13

LIMITED POWER OF ATTORNEY FOR F & J FERTITTA FAMILY BUSINESS TRUST

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

F & J Fertitta Family Business Trust


By:	/s/
Name:	Frank J. Fertitta III
Title:	Trustee

EX-14 11 a16-11174_2ex14.htm EX-14

Exhibit 14

LIMITED POWER OF ATTORNEY FOR L & T FERTITTA FAMILY BUSINESS TRUST

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.

L & T Fertitta Family Business Trust

By:	/s/
Name:	Lorenzo J. Fertitta
Title:	Trustee

EX-15 12 a16-11174_2ex15.htm EX-15

Exhibit 15

LIMITED POWER OF ATTORNEY FOR LORENZO J. FERTITTA

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 31 day of March, 2016.


/s/
Lorenzo J. Fertitta

EX-16 13 a16-11174_2ex16.htm EX-16

Exhibit 16

LIMITED POWER OF ATTORNEY FOR FERTITTA HOLDCO LLC

BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(3) neither the Company nor either of such attorneys-in-fact assumes:

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11 day of May, 2016.


Fertitta Holdco LLC


By:	/s/
Name:	Frank J. Fertitta III
Title:	Managing Member