Studio City Company Limited Announces Proposed Senior Secured Notes Offering
November 14 2016 - 7:36PM
Studio City, the Hollywood-inspired, cinematically-themed resort,
today announces that Studio City Company Limited
(“
SCC”) proposes to conduct an international
offering of senior secured notes due 2019 (the “
2019
Notes”) and senior secured notes due 2021 (the
“
2021 Notes” and together with the 2019 Notes, the
“
Notes”) and the net proceeds from the proposed
offering will be used, together with cash on hand, to fund the
repayment in full of the HK$10,855,880,000 senior secured term loan
and revolving facilities agreement, dated January 28, 2013 (as
amended from time to time), entered into between, among others, SCC
as borrower and certain subsidiaries as guarantors (other than HK$1
million which will be rolled over into a term loan facility under
the 2021 Senior Secured Credit Facilities (as defined below)).
Studio City also announces SCC entered into
a commitment letter on November 9, 2016 with a lender for senior
secured credit facilities (the
“2021 Senior Secured Credit
Facilities”) in an aggregate amount of HK$234,000,000
which consist of a HK$1 million term loan facility and a HK$233
million revolving credit facility. The availability of the 2021
Senior Secured Credit Facilities is subject to agreeing definitive
documentation and the satisfaction of certain conditions
precedent.
SCC is a subsidiary of Studio City International
Holdings Limited, of which 60% is held indirectly by Melco Crown
Entertainment Limited (“Melco Crown
Entertainment”) and 40% is held directly by New Cotai,
LLC.
The Notes are proposed to be senior secured
obligations of SCC, ranking equally with all of SCC’s existing and
future senior indebtedness (although any liabilities in respect of
obligations under the 2021 Senior Secured Credit Facilities that
are secured by common collateral securing the proposed Notes will
have priority over the proposed Notes with respect to any proceeds
received upon any enforcement action of such common collateral) and
ranking senior to all of SCC’s existing and future subordinated
indebtedness. The Notes are proposed to be guaranteed by
Studio City Investments Limited and all of the subsidiaries of SCC
on a senior basis (the “Note Guarantees”).
Melco Crown Entertainment will not be a guarantor for the
Notes.
The interest rate and other terms of the Notes
will be determined at the time of pricing of the
offering. Completion of the proposed Notes offering is subject
to market conditions and investor interest. As no binding agreement
in relation to the proposed Notes has been entered into as at the
date of this press release, the proposed Notes may or may not be
issued.
The Notes and the Note Guarantees are being
proposed to be offered and sold in the United States to qualified
institutional buyers pursuant to Rule 144A under the U.S.
Securities Act of 1933, as amended (the “Securities
Act”), and outside of the United States in reliance on
Regulation S under the Securities Act. The proposed Notes and
the Note Guarantees will not be registered under the Securities Act
or under the securities laws of any state or other jurisdiction and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the Securities Act and any applicable state laws. SCC does
not intend to register any portion of the offering of the proposed
Notes and the Note Guarantees in the United States.
Nothing in this press release constitutes an
offer to buy, or a solicitation of an offer to sell, securities in
the United States or any other jurisdiction in which such offer or
solicitation would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities
Act.
Safe Harbor Statement
This press release contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Studio City may also make written or oral forward-looking
statements in press releases and other written materials and in
oral statements made by its officers, directors or employees to
third parties. Statements that are not historical facts, including
statements about Studio City’s beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties, and a number of factors could
cause actual results to differ materially from those contained in
any forward-looking statement. These factors include, but are not
limited to, (i) growth of the gaming market and visitation in
Macau, (ii) capital and credit market volatility, (iii) local and
global economic conditions, (iv) our anticipated growth strategies,
(v) gaming authority and other governmental approvals and
regulations and (vi) our future business development, results of
operations and financial condition. In some cases, forward-looking
statements can be identified by words or phrases such as “may”,
“will”, “expect”, “anticipate”, “target”, “aim”, “estimate”,
“intend”, “plan”, “believe”, “potential”, “continue”, “is/are
likely to” or other similar expressions. Further
information regarding these and other risks, uncertainties or
factors is included in Melco Crown Entertainment’s filings with the
SEC, including in its periodic reports to the U.S. Securities and
Exchange Commission (the “SEC”) and in its annual
report to shareholders. All information provided in this press
release is as of the date of this press release, and Melco Crown
Entertainment undertakes no duty to update such information, except
as required under applicable law.
For investment
community, please contact:Ross DunwoodyInvestor
RelationsTel: +853 8868 7575 or +852 2598 3689Email:
rossdunwoody@melco-crown.com
For media enquiries,
please contact:Maggie MaCorporate Communications and
Public RelationsTel: +853 8868 3767 or +852 3151 3767Email:
maggiema@melco-crown.com
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