Studio City Finance Limited Announces Pricing of Senior Notes Offering
January 05 2021 - 1:11PM
Studio City Finance Limited (“Studio City Finance”) today announces
that it has priced its international offering of senior notes due
2029 (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$750 million
aggregate principal amount of 5.00% senior notes due 2029. 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 4, 2021 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”), 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 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.
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.
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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