Genting New York LLC and GENNY Capital Inc. Launch Tender Offer for their Senior Notes due 2026

NEW YORK, Sept. 9, 2024 /PRNewswire/ -- Genting New York LLC ("GENNY") and GENNY Capital Inc. ("GENNY Capital" and, together with GENNY, the "Issuers") announced that they have commenced a cash tender offer (the "Offer") for any and all of their outstanding 3.300% Senior Notes due 2026, CUSIP Nos. 37255J AA0 and U2732P AA0 (the "Notes"), and a related consent solicitation for certain proposed amendments to the indenture governing the Notes (the "Indenture"), as described below. The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated the date hereof (the "Offer to Purchase").

Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.

(1)     The applicable page on Bloomberg from which the dealer managers for the Offer will quote the bid side price of the applicable U.S. Treasury security.
(2)     Per $1,000 principal amount of Notes tendered and accepted for purchase.
(3)     Included in the Total Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline.

The Offer will expire at 5:00 p.m., New York City time, on October 7, 2024, unless extended by the Issuers (the "Expiration Date"), or earlier terminated. Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 20, 2024 (the "Early Tender Deadline"), but may not be withdrawn thereafter except in certain limited circumstances as described in the Offer to Purchase.

The total consideration to be paid in the Offer for Notes that are validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase (the "Total Consideration") will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the U.S. Treasury reference security specified in the table above and in the Offer to Purchase and will include an early tender payment of $50 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Payment"). Holders of Notes who validly tender their Notes following the Early Tender Deadline and prior to the Expiration Date will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Payment. The Total Consideration will be determined at 10:00 a.m., New York City time, on September 23, 2024 unless extended by the Issuers (the "Pricing Date").

Tenders of Notes will be accepted only in principal amounts equal to $200,000 or integral multiples of $1,000 in excess thereof. Holders who tender less than all of their Notes must continue to hold Notes of such series in the minimum authorized denomination of $200,000 principal amount or an integral multiple of $1,000 in excess thereof.

Payments for Notes purchased will include accrued and unpaid interest from and including the most recent interest payment date for the Notes up to, but not including, the applicable settlement date. The settlement date for Notes that are validly tendered prior to the Early Tender Deadline, or the Early Settlement Date, is expected to be September 25, 2024, subject to all conditions to the Offer having been either satisfied or waived by the Issuers. The settlement date for Notes that are validly tendered following the Early Tender Deadline but prior to the Expiration Date is expected to be October 9, 2024 (the "Final Settlement Date"), subject to all conditions to the Offer having been either satisfied or waived by the Issuers.

Following the consummation of the New Notes Offering (as defined below) and the Early Tender Deadline, we intend to irrevocably deposit cash or U.S. Treasury securities with the trustee for the Notes (the "Trustee") in an amount sufficient to fund the payment of the principal amount of, and accrued and unpaid interest on, all Notes that remain outstanding following settlement of the purchase of Notes on the Early Settlement Date, if any, through February 15, 2026, which is the maturity date of the Notes, after which the Indenture will be satisfied and discharged in accordance with its terms with respect to the Notes (the "Satisfaction and Discharge").

In connection with the Offer, the Issuers are soliciting consents from holders of Notes to proposed amendments to the Indenture which would allow the Issuers to deposit cash or U.S. Treasury securities with the Trustee in order to effect the Satisfaction and Discharge pursuant to the Indenture as it relates to the Notes at any time prior to the maturity of the Notes.

The Issuers' obligation to consummate the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Issuers' completion of a new issuance of one or more series of senior guaranteed unsecured notes (the "New Notes Offering") generating net proceeds in an amount that is sufficient, in the reasonable judgment of the Issuers, to effect (i) the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Offer, and (ii) the Satisfaction and Discharge, and to pay the costs and expenses incurred in connection with the foregoing. The Issuers currently expect that, following the consummation of the New Notes Offering, they will effect the Satisfaction and Discharge with respect to any Notes not purchased in the Offer on the Early Settlement Date. However, the Issuers are not obligated to undertake the Satisfaction and Discharge on the timeline anticipated, or at all. The Issuers intend to use the net proceeds from the New Notes Offering, together with cash on hand, to (i) pay the consideration for Notes accepted for purchase pursuant to the Offer, (ii) repay the $175 million outstanding principal amount under the Issuers' existing term loan facility and (iii) either (A) effect the Satisfaction and Discharge of any Notes that are not purchased in the Offer (if the consent of at least a majority in aggregate principal amount of the outstanding Notes is obtained) or (B) with the intent to effect a Satisfaction and Discharge with respect to the Notes that remain outstanding on February 15, 2025 (if the consent of at least a majority in aggregate principal amount of the outstanding Notes is not obtained).

If the Issuers do not receive a majority consent to effect the Satisfaction and Discharge by either the Early Tender Deadline or the Expiration Time, the applicable amendments to the Indenture will not be executed or become operative, and the Issuers intend to deposit cash or U.S. Treasury securities with the Trustee with the intent to effect a Satisfaction and Discharge with respect to the Notes that remain outstanding on February 15, 2025.

No assurance can be given that the New Notes Offering will be completed. The New Notes Offering is not conditioned upon the consummation of the Offer. In no event will the information contained in this press release regarding the New Notes Offering constitute an offer to sell or a solicitation of an offer to buy any securities in the New Notes Offering.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Offer, before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

The Issuers have retained Global Bondholder Services Corporation ("GBS") as the depositary and information agent for the Offer. The Issuers have retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC  as the dealer managers for the Offer.

Holders who would like additional copies of the Offer to Purchase may call or email the information agent, GBS, at (212) 430-3774 (collect) or (855) 654-2015 (toll-free) or [email protected]. Copies of the Offer to Purchase are also available at the following website: https://www.gbsc-usa.com/genting. 

Questions regarding the terms of the Offer should be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free), or to J.P. Morgan Securities LLC at (212) 834-4818 (collect) or (866) 834-4666 (toll-fee).

This press release is for informational purposes only. This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes or an offer to sell or the solicitation of an offer to buy any other securities. Any securities to be issued by the Issuers have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state or other jurisdiction's securities laws 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 applicable state securities laws. No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes, and are provided solely for convenience of the reader.

The Offer is being made solely pursuant to the Offer to Purchase, which set forth the complete terms and conditions of the Offer. Holders of the Notes are urged to read the Offer to Purchase carefully. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such state or jurisdiction. In any state or jurisdiction in which the securities laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Issuers by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such state or jurisdiction.

About GENNY and GENNY Capital

GENNY is organized as a Delaware limited liability company and developed and operates Resorts World Casino New York City, the only licensed casino facility within New York City. GENNY Capital was formed as a wholly-owned subsidiary of GENNY solely for the purpose of acting as a co-Issuer of debt securities of GENNY.

Forward-Looking Information

This press release may contain forward-looking statements that are based on the Issuers' current expectations, including regarding the conduct, terms and completion of the Offer, the proposed New Notes Offering, the Satisfaction and Discharge and the intended use of the net proceeds from the New Notes Offering. Forward-looking statements may be identified by the use of words such as "believes," "anticipates," "plans," "estimates," "expects," "seeks," "will," "should," "could," "may," "aims," "intends," and "projects" to identify forward-looking statements, although not all forward-looking statements include these identifying words. Forward-looking statements concern matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the future results, performance or achievements described or implied by such forward-looking statements. Numerous factors, including market conditions, prevailing interest rates and events affecting the Issuers' business, may affect actual results and may cause results to differ materially from those expressed in the forward-looking statements. You should not place undue reliance upon forward-looking statements. The Issuers do not intend, and undertake no obligation to, make any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law.

SOURCE Genting New York LLC and GENNY Capital Inc.