Item 7.01. Regulation FD Disclosure.




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:

• We expect total net revenues of approximately $447.4 million to

$474.2 million, compared to total net revenues of $431.5 million for the


        three months ended December 31, 2018;


     •  We expect operating income and earnings from joint ventures of

approximately $58.8 million to $62.3 million, compared to $72.5 million


        for the three months ended December 31, 2018;


     •  We expect Adjusted EBITDA of approximately $133.6 million to

$141.6 million compared to Adjusted EBITDA of $135.1 million for the three

months ended December 31, 2018. Based on the midpoint of this range,

Adjusted EBITDA margins decreased from approximately 31% to 30% compared


        to the three months ended December 31, 2018;


     •  We expect Palms net revenues of approximately $57.2 million to

$60.6 million and Palms Adjusted EBITDA of approximately ($4.3 million) to


        ($4.0 million); and


     •  We expect Las Vegas operations, excluding the Palms, net revenues of

approximately $368.0 million to $390.1 million and Las Vegas operations,

excluding the Palms, Adjusted EBITDA of approximately $125.8 million to

$133.4 million, compared to net revenues of $364.7 million and Adjusted

EBITDA of $118.5 million for the three months ended December 31, 2018.

Based on the midpoint of these ranges, Las Vegas operations, excluding the

Palms, Adjusted EBITDA margin increased from 32% to 34%.




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.

                                                          Three Months Ended December 31,
(amounts in thousands)                          2019                          2019                   2018
                                         (low end of range)            (high end of range)
Operating income and earnings from
joint ventures                          $              58,819         $              62,341        $  72,537
Adjustments:
Depreciation and amortization                          55,923                        59,271           46,864
Share-based compensation                                3,884                         4,116            2,417
Write-downs and other charges,
net(1)                                                 15,006                        15,904           13,580
Tax receivable agreement liability
adjustment                                                 -                             -              (263 )

Adjusted EBITDA                         $             133,632         $             141,632        $ 135,135

(1) Primarily relates to Palms redevelopment and preopening expenses, loss on

artist performance agreement terminations at Palms' nightclub and dayclub,

severance, business innovation and technology enhancements.

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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.


Item 8.01. Other Events.

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.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits:


 Exhibit
   No.           Description

   99.1            Press Release dated January 23, 2020

   104           Cover Page Interactive Data File (the cover page XBRL tags are
                 embedded within the inline XBRL document)

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