Exhibit 99.1
Studio City Finance Limited Announces Proposed Senior Notes Offering and Conditional Tender Offer
MACAU, Jan. 22, 2019 (GLOBE NEWSWIRE) — Studio City Finance Limited (“Studio City Finance”) today announces that it proposes to conduct an international offering of senior notes (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 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 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 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”). 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 in an aggregate amount, together with cash on hand, being sufficient to fund the Conditional Tender Offer and the redemption of any Existing 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 5:00 p.m., New York City time, on February 4, 2019, unless extended or terminated by Studio City Finance (the “Expiration Time”). The settlement of the Conditional Tender Offer (the “Tender Offer Settlement Date”) shall be, subject to the satisfaction or waiver of the Financing Condition, February 11, 2019. Studio City Finance has reserved the right to extend, amend or terminate the Conditional Tender Offer at any time in its sole discretion. The Conditional Tender Offer is being made pursuant to an Offer to Purchase dated January 22, 2019 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery.
The consideration for each US$1,000 principal amount of Existing Notes will be US$1,003.50 (the “Offer Consideration”). Notes will be accepted only in minimum denominations of US$250,000 and integral multiples of US$1,000 in excess thereof. Subject to the terms and conditions in the Offer to Purchase, Studio City Finance will pay the Offer Consideration to holders who validly tender their Existing Notes (and do not validly withdraw their Existing Notes) by the Expiration Time, if such Existing Notes are accepted for purchase (the date of such payment, the “Payment Date”). Existing Notes tendered may be withdrawn at any time at or before the earlier of (i) the Expiration Time and (ii) if the Conditional Tender Offer is extended, the tenth business day after commencement of the Conditional Tender Offer. Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Conditional Tender Offer if for any reason the Conditional Tender Offer has not been consummated within 60 business days after commencement of the Conditional Tender Offer.
Studio City Finance currently intends to deliver a notice of redemption to redeem any Existing 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 Existing 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 Existing Notes. Any such notice, if made, will only be made in accordance with the provisions of the indenture governing the Existing 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. The Offer to Purchase will be distributed to holders by Lucid Issuer Services Limited, the Tender and Information Agent for the Conditional Tender Offer, via the usual Clearing System channels. 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, Singapore Branch to act as the sole dealer manager for the Conditional Tender Offer. Questions regarding the Conditional Tender Offer or requests for additional copies of the Offer to Purchase and the Notice of Guaranteed Delivery should be directed to Lucid Issuer Services Limited at Tankerton Works, 12 Argyle Walk, London WC1H 8AH, United Kingdom, Attention: Arlind Bytyqi (Tel: +44 20 7704 0880, Email:studiocity@lucid-is.com) or Deutsche Bank AG, Singapore Branch at One Raffles Quay,#17-00 South Tower, Singapore 048583, Attention: Global Risk Syndicate (Tel: +65 6423-5342, Fax: +65 6883-1769), with a copy to Deutsche Bank Securities Inc. at 60 Wall Street, 2nd Floor, New York, NY, United States 10005, Attention: Liability Management Group (Toll Free: +1 (855)287-1922, Collect: +1 (212)250-7527) and Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, Attention: Liability Management Group (Tel: +44 (0)20 7545 8011).
