Studio City Finance Limited Announces Pricing of Senior Notes Offering
January 29 2019 - 12:57PM
Studio City Finance Limited (“
Studio City
Finance”) today announces that it has priced its
international offering of senior notes due 2024 (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 offering consists of US$600 million
aggregate principal amount of 7.250% senior notes due 2024. The New
Notes were priced at 100%. The net proceeds from the Notes Offering
will be used to fund the conditional cash tender offer announced by
Studio City Finance on January 22, 2019 for any and all of its
outstanding 8.500% senior notes due 2020 (CUSIP Numbers 86389Q AA0
and G85381 AA2; ISIN US86389QAA04 and USG85381AA26) (the
“Existing Notes” and such conditional tender
offer, the “Conditional Tender Offer”), redeem in
full any Existing 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 any remaining amounts for general corporate purposes
including but not limited to financing of working capital and
repayment of certain other indebtedness.
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 Notes are proposed to be guaranteed by all
of the Company’s existing restricted subsidiaries on a senior basis
(the “Note Guarantees”). SCIHL will not be a
guarantor of the New Notes.
The New 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 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 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 release
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) growth of the gaming
market and visitation in Macau, (ii) capital and credit market
volatility, (iii) local and global economic conditions,
(iv) Studio City Finance’s 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. 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 Huang Director, Investor Relations Tel:
+852 2598 3619 Email:
richardlshuang@melco-resorts.com
For media enquiry, please
contact:
Chimmy Leung Executive Director, Corporate
Communications Tel: +852 3151
3765 Email: chimmyleung@melco-resorts.com
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