Studio City Company Announces Proposed Senior Secured Notes Offering
07 Febrero 2022 - 3:23PM
Studio City Company Limited (“
Studio City
Company”) today announces that it proposes to conduct an
international offering of senior secured notes (the
“
Notes”) and the net proceeds from the proposed
offering will be used to partially fund the capital expenditures of
the remaining project for Studio City and for general corporate
purposes. Studio City Company is a wholly-owned subsidiary of
Studio City International Holdings Limited
(“
SCIHL”).
The Notes are proposed to be senior obligations
of Studio City Company, ranking equally in right of payment with
all existing and future senior indebtedness of Studio City Company
(although any liabilities in respect of obligations under the
senior secured credit facilities with Studio City Company as
borrower that are secured by common collateral securing the
proposed Notes will have priority over the proposed Notes with
respect to any proceeds received upon any enforcement action of
such common collateral), and ranking senior in right of payment to
all existing and future subordinated indebtedness of Studio City
Company. The Notes are proposed to be guaranteed by Studio City
Investments Limited and all of its existing subsidiaries (other
than Studio City Company) on a senior basis (the “Note
Guarantees”). Neither Melco Resorts & Entertainment
nor SCIHL will be a guarantor for the Notes.
The interest rate and other terms of the Notes
will be determined at the time of pricing of the offering.
Completion of the proposed Notes offering is subject to market
conditions and investor interest. As no binding agreement in
relation to the proposed Notes has been entered into as at the date
of this press release, the proposed Notes may or may not be
issued.
The 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 Notes and
the Note Guarantees 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
Company does not intend to register any portion of the offering of
the proposed Notes and the Note Guarantees in the United
States.
This press release is for information purposes
only. 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. This press release is being 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 the Studio City Company’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, (vii) proposed amendments to the gaming law in Macau,
the extension of current concessions and subconcessions and tender
for new gaming concessions, 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. Any
forward-looking statements made in the Notes offering documents
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 Company does not undertake any duty to update such
information, except as required under applicable law.
For investment community, please contact:Robin
YuenDirector, Investor RelationsTel: +852 2598 3619Email:
robinyuen@melco-resorts.com
For media enquiries, please contact:Chimmy
LeungExecutive Director, Corporate CommunicationsTel: +852 3151
3765Email: chimmyleung@melco-resorts.com
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