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
The consideration for each
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,
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
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
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the
For investment community, please contact:
Director, Investor Relations
Tel: +852 2598 3619
For media enquiries, please contact:
Executive Director, Corporate Communications
Tel: +852 3151 3765