The terms and conditions outlined in the Offer to Purchase, dated November 9, 2023 (the “Offer to Purchase”), govern the Tender Offer and it is being made on those terms. Unless Studio City Finance extends or terminates the Tender Offer, it will expire on December 8, 2023, at 5:00 p.m. New York City time (the “Expiration Time”). Note tenders may be rescinded at any moment on November 22, 2023 (the “Withdrawal Deadline”), at or before 5:00 p.m. New York City time. After that date, withdrawals will not be permitted unless extra withdrawal rights are mandated by law.
On November 22, 2023 (the “Early Tender Date”), at or before 5:00 p.m. New York City time, the price for each US$1,000 principal amount of Notes properly tendered (and not validly withdrawn) and accepted for purchase will be US$975, which includes an early tender premium. For every $1,000 principal amount of Notes that are legitimately tendered (and not legitimately withdrawn) on or before the Expiration Time and after the Early Tender Date that are accepted for acquisition, US$945 will be the compensation. Only notes with a minimum denomination of US$200,000 and integral multiples of US$1,000 above that will be accepted. If the total principal amount of the notes that are legitimately tendered (and not legitimately withdrawn) would result in the Maximum Tender, then the notes could be subject to proration.
November 28, 2023 (the “Early Payment Date”), or the Final Payment Date (described below) if Studio City Finance chooses not to have an Early Payment Date, is anticipated to be the settlement date for Notes that are validly tendered (and not validly withdrawn) on or before the Early Tender Date and accepted for purchase. December 12, 2023 (the “Final Payment Date”) is anticipated to be the settlement date for Notes that are legitimately tendered (and not lawfully withdrawn) after the Early Tender Date but on or before the Expiration Time and accepted for purchase. Holders who lawfully present Notes after the Early present Date will not have any of their Notes accepted for payment if the Tender Offer is fully subscribed as of that date.
In its sole discretion, Studio City Finance has the right to prolong, modify, or discontinue the Tender Offer at any time, including by raising or lowering the Maximum Tender Amount. In conjunction with any such increase or decrease, Studio City Finance is under no obligation to extend the Withdrawal Deadline.
The Offer to Purchase, which lays out all of the Tender Offer’s conditions, is the only basis on which this offer is being made.
Deutsche Bank AG, Singapore Branch has been appointed by Studio City Finance as the exclusive dealer manager for the Tender Offer. Please contact Deutsche Bank AG’s Singapore Branch at One Raffles Quay, #17-00 South Tower, Singapore 048583 with any questions on the terms of the tender offer. @GlobalRiskSyndicate (phone: +65 6423-4229), please provide a copy to Deutsche Bank AG’s London Branch at Winchester House, 1 Great Winchester Street, London, EC2N 2DB, UK. 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), and LIability Management Group (Tel: +44 207-545-8011).
Deutsche Bank AG, Singapore Branch has been appointed by Studio City Finance as the exclusive dealer manager for the Tender Offer. Please contact Deutsche Bank AG’s Singapore Branch at One Raffles Quay, #17-00 South Tower, Singapore 048583 with any questions on the terms of the tender offer. @GlobalRiskSyndicate (phone: +65 6423-4229), please provide a copy to Deutsche Bank AG’s London Branch at Winchester House, 1 Great Winchester Street, London, EC2N 2DB, UK. 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), and LIability Management Group (Tel: +44 207-545-8011).
and none of them have given anybody the authority to make such suggestions. It is up to the holders to decide whether to surrender their notes and, if so, how much of the principal has to be given up.
There may be legal restrictions on this announcement’s dissemination in some areas. It is the responsibility of the people who obtain this news release to educate themselves about any applicable limitations and to abide by them.
There are forward-looking statements in this press release. In particular, statements in this news release that are forward-looking concern Studio City Finance’s intentions and anticipated timeline with relation to the Tender Offer, without restricting the generality of the aforementioned statements. The U.S. Private Securities Litigation Reform Act of 1995’s “safe harbour” rules apply to these statements. Forward-looking statements are those that are not historical facts, such as those on the expectations and views of Studio City Finance. There are risks and uncertainties associated with forward-looking statements, and a variety of circumstances might lead to actual outcomes that are significantly different from those projected in any forward-looking statement.
The following are just a few of these factors: (i) COVID-19 outbreaks and the effects they have on our company, our industry, and the global economy; (ii) risks related to Macau’s recently passed gaming law and its enforcement by the Macau government; (iii) changes in the gaming market and the number of visitors to Macau; (iv) volatility in the capital and credit markets; (v) local and global economic conditions; (vi) our planned growth strategies; (vii) gaming authority and other governmental approvals and regulations; and (viii) our future business development, operational results, and financial situation.
Words or phrases like “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar terms can sometimes be used to identify forward-looking statements. The Studio City International Holdings Limited’s filings with the US Securities and Exchange Commission provide further information about these and other risks, uncertainties, or factors. Except as required by applicable law, all information given in this news release is accurate as of the date of the release, and Studio City Finance makes no commitment to update this information.