Studio City Company Limited Announces Pricing of Senior Secured Notes Offering
November 22 2016 - 5:04PM
Studio City, the Hollywood-inspired, cinematically-themed resort,
today announces that Studio City Company Limited
(“
SCC”) priced its 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”).
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 offering consists of US$350 million aggregate
principal amount of 5.875% senior secured notes due 2019 and US$850
million aggregate principal amount of 7.25% senior secured notes
due 2021. The 2019 Notes were priced at 100% and the 2021
Notes were priced at 100%. SCC intends to use the net
proceeds from the offering, 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) (the “Existing Senior Secured
Credit Facilities”), 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)).
SCC has also entered into an agreement with, among
others, Bank of China Limited, Macau Branch to, upon the
satisfaction of certain conditions precedent, amend, restate and
extend the Existing Senior Secured Credit Facilities to provide for
senior secured credit facilities (the “2021 Senior Secured
Credit Facilities”) in an aggregate amount of
HK$234,000,000 which consist of (i) a HK$233 million revolving
credit facility and (ii) a HK$1 million term loan
facility.
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. Completion of the offering is subject to customary
closing conditions.
Approval-in-principle has been received for the
listing of the Notes on the Singapore Exchange Securities Trading
Limited (the “SGX-ST”). Admission of the
Notes to the SGX-ST is not to be taken as an indication of the
merits of SCC or the Notes.
The Notes and the Note Guarantees are being 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 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 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 and annual reports to the U.S. Securities
and Exchange Commission. 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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