Studio City Finance Limited (“Studio City Finance”) today announces
that it has initiated a cash tender offer for up to an aggregate
principal amount of US$100 million (the “Maximum Tender Amount”) of
its outstanding 6.000% senior notes due 2025 (ISIN: US86389QAE26
and USG85381AE48) (the “Notes” and such tender offer, the “Tender
Offer”).
The Tender Offer is being made upon and is
subject to the terms and conditions set out in the Offer to
Purchase, dated April 8, 2024 (the “Offer to Purchase”). The Tender
Offer will expire at 5:00 p.m., New York City time, on May 6, 2024,
unless extended or terminated by Studio City Finance (the
“Expiration Time”). Tenders of the Notes may be withdrawn at any
time at or prior to 5:00 p.m., New York City time, on April 19,
2024 (the “Withdrawal Deadline”), but may not be withdrawn
thereafter except in certain limited circumstances where additional
withdrawal rights are required by law.
The consideration for each US$1,000 principal
amount of Notes validly tendered (and not validly withdrawn) on or
prior to 5:00 p.m., New York City time, on April 19, 2024 (the
“Early Tender Date”), and accepted for purchase will be US$1,000,
which includes an early tender premium. The consideration for each
US$1,000 principal amount of Notes validly tendered (and not
validly withdrawn) after the Early Tender Date and on or prior to
the Expiration Time and accepted for purchase will be US$970. Notes
will be accepted only in minimum denominations of US$200,000 and
integral multiples of US$1,000 in excess thereof. The Notes may be
subject to proration if the aggregate principal amount of the Notes
validly tendered (and not validly withdrawn) would cause the
Maximum Tender Amount to be exceeded.
The settlement for Notes validly tendered (and
not validly withdrawn) on or prior to the Early Tender Date and
accepted for purchase is expected to occur on April 24, 2024 (the
“Early Payment Date”) (or the Final Payment Date (defined below) if
Studio City Finance elects not to have an Early Payment Date). The
settlement for Notes validly tendered (and not validly withdrawn)
following the Early Tender Date but on or prior to the Expiration
Time and accepted for purchase is expected to be May 8, 2024 (the
“Final Payment Date”). If the Tender Offer is fully subscribed as
of the Early Tender Date, holders who validly tender Notes
following the Early Tender Date will not have any of their Notes
accepted for payment unless Studio City Finance increases the
Maximum Tender Amount.
Studio City Finance has reserved the right to
extend, amend or terminate the Tender Offer at any time in its sole
discretion, including by increasing or decreasing the Maximum
Tender Amount. Studio City Finance is not required to extend the
Withdrawal Deadline in connection with any such increase or
decrease.
The Tender Offer is being made solely pursuant
to the Offer to Purchase, which sets forth the complete terms of
the Tender Offer. Copies of the Offer to Purchase are available
from the Tender and Information Agent, Kroll Issuer Services
Limited, at the following website:
https://deals.is.kroll.com/studiocity. Studio City Finance has
engaged Deutsche Bank AG, Singapore Branch and Morgan Stanley &
Co. LLC to act as the dealer managers for the Tender Offer.
Questions regarding the terms of the Tender Offer should be
directed to Deutsche Bank AG, Singapore Branch at One Raffles Quay,
#17-00 South Tower, Singapore 048583, Attention: Global Risk
Syndicate (Tel: +65 6423-4229), 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: +44 207-5458011) and Deutsche Bank Securities Inc. at 1
Columbus Circle, New York, New York 10019, United States of
America, Attention: Liability Management Group (Tel: +1
855-287-1922 / +1 212-250-7527) or Morgan Stanley & Co. LLC at
1585 Broadway, 6th Floor, New York, New York 10036, United States
of America, Attention: Liability Management Group (Tel: +1
212-761-1057 / +1 800-624-1808, Email:
debt_advisory@morganstanley.com). Studio City Finance has appointed
Kroll Issuer Services Limited to serve as the tender and
information agent for the Tender Offer. Questions regarding the
procedures for participating in the Tender Offer or requests for
additional copies of the Offer to Purchase should be directed to
Kroll Issuer Services Limited, Attention: Mu-yen Lo and Kevin Wong
(Tel: +852 2281-0114, Email: studiocity@is.kroll.com).
This press release is not an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offer is being made solely by the Offer to Purchase.
None of Studio City Finance, its board of directors, the trustee,
the dealer managers, the tender and information agent or any of
their respective affiliates make any recommendations as to whether
or not holders should tender their Notes pursuant to the 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 Notes, and, if so, the principal amount of
the 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.
Safe Harbor Statement
This press release contains forward-looking
statements. Without limiting the generality of the foregoing,
forward-looking statements contained in this press release
specifically include statements regarding Studio City Finance’s
plans and expected timing with respect to the Tender Offer. 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
pace of recovery from the impact of COVID-19 on our business, our
industry and the global economy, (ii) risks associated with the
amended gaming law in Macau and its implementation by the Macau
government, (iii) changes in the gaming market and visitations in
Macau, (iv) capital and credit market volatility, (v) local and
global economic conditions, (vi) our anticipated growth strategies,
(vii) gaming authority and other governmental approvals and
regulations, and (viii) 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 the Studio City International Holdings Limited’s
filings with the United States Securities and Exchange Commission.
All information provided in this press release is as of the date of
this press release, and Studio City Finance undertakes no duty to
update such information, except as required under applicable
law.
For the investment community, please
contact:Jeanny KimSenior Vice President, Group Treasurer
Tel: +852 2598 3698 Email: jeannykim@melco-resorts.com
For media enquiries, please contact:Chimmy
Leung Executive Director, Corporate Communications Tel: +852 3151
3765 Email: chimmyleung@melco-resorts.com
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