Studio City Finance Limited (“Studio City Finance”) today announces
that it proposes to conduct an international offering of senior
notes (the “New Notes” and such offering, the “Notes Offering”).
Studio City Finance is a wholly-owned subsidiary of Studio City
International Holdings Limited (“SCIHL”).
The New Notes are proposed to be general
obligations of Studio City Finance, ranking equally with all of
Studio City Finance’s existing and future senior indebtedness. The
New Notes are proposed to be guaranteed by all of Studio City
Finance’s existing restricted subsidiaries on a senior basis (the
“Note Guarantees”). SCIHL will not be a guarantor of the New
Notes.
The interest rate and other terms of the New
Notes will be determined at the time of pricing of the Notes
Offering. Completion of the proposed Notes Offering of the New
Notes is subject to market conditions and investor interest. As no
binding agreement in relation to the proposed Notes Offering of the
New Notes has been entered into as at the date of this press
release, the proposed New Notes may or may not be issued.
Studio City Finance today also announces that it
has initiated a conditional cash tender offer for any and all of
its outstanding 7.250% senior notes due 2024 (CUSIP Numbers
86389QAB8 and G85381AB0; ISIN US86389QAB86 and USG85381AB09) (the
“2024 Notes” and such conditional tender offer, the “Conditional
Tender Offer”). The Conditional Tender Offer is conditional upon,
among other things, the receipt by Studio City Finance of net
proceeds from the successful completion of one or more debt
financing transactions (including the Notes Offering) in an
aggregate amount, together with cash on hand, being sufficient to
fund the Conditional Tender Offer and the redemption of any 2024
Notes which remain outstanding following the completion of the
Conditional Tender Offer and to pay all fees and expenses
associated with the foregoing (the “Financing Condition”). The
Conditional Tender Offer will expire at 5:00 p.m., New York City
time, on January 11, 2021, unless extended or terminated by Studio
City Finance (the “Expiration Time”). The settlement of the
Conditional Tender Offer (the “Tender Offer Settlement Date”) is
expected to occur, subject to the satisfaction or waiver of the
Financing Condition, on January 14, 2021. Studio City Finance has
reserved the right to extend, amend or terminate the Conditional
Tender Offer at any time in its sole discretion. The Conditional
Tender Offer is being made pursuant to an Offer to Purchase dated
January 4, 2021 (the “Offer to Purchase”) and the related Notice of
Guaranteed Delivery.
The consideration for each US$1,000 principal
amount of the 2024 Notes will be US$1,039.20 (the “Offer
Consideration”). Notes will be accepted only in minimum
denominations of US$200,000 and integral multiples of US$1,000 in
excess thereof. Subject to the terms and conditions in the Offer to
Purchase, Studio City Finance will pay the Offer Consideration to
holders who validly tender their 2024 Notes (and do not validly
withdraw their 2024 Notes) by the Expiration Time, if such 2024
Notes are accepted for purchase (the date of such payment, the
“Payment Date”). 2024 Notes tendered may be withdrawn at any time
at or before the earlier of (i) the Expiration Time and (ii) if the
Conditional Tender Offer is extended, the tenth business day after
commencement of the Conditional Tender Offer. Notes may also be
validly withdrawn at any time after the 60th business day after
commencement of the Conditional Tender Offer if for any reason the
Conditional Tender Offer has not been consummated within 60
business days after commencement of the Conditional Tender
Offer.
Studio City Finance currently intends to deliver
a notice of redemption to redeem any 2024 Notes outstanding
following the consummation of the Conditional Tender Offer that are
not purchased pursuant to the Conditional Tender Offer. Studio City
Finance is not obligated to redeem any 2024 Notes that are not
tendered and accepted in the Conditional Tender Offer, and there
can be no assurance it will do so. Statements of intent in this
press release shall not constitute a notice of redemption under the
indenture governing the 2024 Notes. Any such notice, if made, will
only be made in accordance with the provisions of the indenture
governing the 2024 Notes.
The Conditional Tender Offer is being made
solely pursuant to the Offer to Purchase and the related Notice of
Guaranteed Delivery, which set forth the complete terms of the
Conditional Tender Offer. Copies of the Offer to Purchase and
Notice of Guaranteed Delivery are available from the Tender and
Information Agent at the following website:
www.lucid-is.com/studiocity. Studio City Finance has engaged
Deutsche Bank AG, Singapore Branch to act as the sole dealer
manager for the Conditional Tender Offer. Questions regarding the
Conditional Tender Offer or requests for additional copies of the
Offer to Purchase and the Notice of Guaranteed Delivery should be
directed to Lucid Issuer Services Limited, Attention: Mu-Yen Lo and
Thomas Choquet (Tel: +44 20 7704 0880, Email:
studiocity@lucid-is.com) or Deutsche Bank AG, Singapore Branch at
One Raffles Quay, #17-00 South Tower, Singapore 048583, Attention:
Global Risk Syndicate (Tel: +65 6423-5342, Fax: +65 6883-1769),
with a copy to Deutsche Bank AG, London Branch at Winchester House,
1 Great Winchester Street, London EC2N 2DB, United Kingdom,
Attention: Liability Management Group (Tel: +44 (0)20 7545
8011).
The net proceeds from the Notes Offering will be
used, together with cash on hand if applicable, to fund the cash
consideration under the Conditional Tender Offer, redeem in full
any 2024 Notes which remain outstanding following the completion of
the Conditional Tender Offer, pay all fees and costs related to the
proposed Notes Offering and the Conditional Tender Offer and if any
amount remains, to partially fund the capital expenditures of the
remaining project for Studio City and for general corporate
purposes.
The New 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 New Notes and the Note Guarantees have
not been and 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. Studio City
Finance does not intend to register any portion of the offering of
the proposed New Notes and the Note Guarantees in the United
States.
This press release is not a solicitation of
tenders with respect to any 2024 Notes. The Conditional Tender
Offer is being made solely by the Offer to Purchase and the related
Notice of Guaranteed Delivery. None of Studio City Finance, its
board of directors, the trustee, the dealer manager or the tender
and information agent make any recommendations as to whether
holders should tender their 2024 Notes pursuant to the Conditional
Tender Offer, and no one has been authorized by any of them to make
such recommendations. Holders must make their own decisions as to
whether to tender their 2024 Notes, and, if so, the principal
amount of 2024 Notes to tender.
The distribution of this announcement in certain
jurisdictions may be restricted by law. Persons into whose
possession this press release comes are required to inform
themselves about, and to observe, any such restrictions.
This press release is for information purposes
only and does not constitute an invitation or offer to acquire,
purchase or subscribe for the securities referred to herein.
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 prior to registration or qualification under the
securities laws of any such jurisdiction. This press includes
information that is 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. Statements that are not historical facts, including
statements about Studio City Finance’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) the global pandemic of COVID-19, caused by a novel
strain of the coronavirus, and the continued impact of its
consequences on our business, our industry and the global economy,
(ii) growth of the gaming market and visitations in Macau, (iii)
capital and credit market volatility, (iv) local and global
economic conditions, (v) our anticipated growth strategies, (vi)
gaming authority and other governmental approvals and regulations,
and (vii) 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. Any forward-looking statements made in
the New Notes offering documents or Offer to Purchase speak only as
of the date thereof and all information provided in this press
release is as of the date of this press release, and Studio City
Finance does not undertake any duty to update such information,
except as required under applicable law.
For investment community, please
contact:
Richard HuangDirector, Investor RelationsTel:
+852 2598 3619Email: richardlshuang@melco-resorts.com
For media enquiries, please
contact:
Chimmy LeungExecutive Director, Corporate
CommunicationsTel: +852 3151 3765Email:
chimmyleung@melco-resorts.com
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