New Cotai, LLC And New Cotai Capital Corp. Announce Private Offering Of 10.625% Senior Pay-In-Kind Notes Due 2019

GREENWICH, Conn., June 25, 2014 /PRNewswire/ -- New Cotai, LLC (the "Company" or "New Cotai") and New Cotai Capital Corp. (the "Co-Issuer" and, together with the Company, the "Issuers") intend, subject to market and other conditions, including receipt of requisite consents to amend the indenture governing the existing notes as discussed below, to offer up to US$100,000,000 million aggregate principal amount of 10.625% senior pay-in-kind notes due 2019 (the "new notes"). 

The new notes will be issued as additional notes under the indenture, dated April 19, 2013 (as supplemented from time to time, the "indenture"), pursuant to which on that date the Issuers issued US$380,000,000 aggregate principal amount of their 10.625% senior pay-in-kind notes due 2019 (the "existing notes"). The new notes will have terms identical to those of the existing notes, other than with respect to the date of issuance and issue price. The new notes will have the same CUSIP numbers and ISINs as the existing notes, except for the new notes sold pursuant to Regulation S, which will trade separately under a different CUSIP number and ISIN until at least the fortieth day following the issue date of the new notes.  The new notes that have the same CUSIP numbers and ISINs as the existing notes are expected to be fungible with the existing notes.

New Cotai intends to use the net proceeds from the offering to fund its capital commitments to Studio City International Holdings Limited ("Studio City International" and, together with its consolidated subsidiaries, "Studio City") related to Studio City's project to develop an integrated leisure resort in Macau combining 5-star luxury hotel and related facilities, gaming capacity, retail, attractions and entertainment venues (including a multipurpose entertainment studio) (the "Studio City Project"), to pay for planning and design costs relating to the additional development of the Studio City Project, to pay professional expenses and fees related to the offering, and for general corporate purposes.

In connection with the offering, the Issuers will seek to amend the indenture governing the existing notes to provide for, among other things, the issuance of the new notes.  The Issuers currently expect to enter into agreements with certain holders (the "consenting holders") representing a majority of outstanding notes for purposes of consenting to such amendments under the indenture.  The Issuers currently expect to offer to each consenting holder the opportunity to purchase a pro rata portion of the notes sold in the offering proportionate to the pro rata amount of existing notes held by such consenting holder. 

The notes will be offered in the United States to qualified institutional buyers that are qualified purchasers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.  The notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the new notes, nor shall there be any sale of the new notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.  

Contact: [email protected]

Forward-Looking Statements

This press release contains forward-looking statements that relate to future events, including the Issuers' future operating results and conditions, prospects and future financial performance and condition, all of which are largely based on the Issuers' current expectations and projections of the future operating results and conditions, prospects and future financial performance and condition of Studio City, all of which are largely based on Studio City's current expectations and projections, including those related to the Studio City Project.  All statements other than statements of historical fact in this press release are forward-looking statements.  Known and unknown risks, uncertainties and other factors may cause the Issuers' actual results, performance or achievements, or those of Studio City, to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. The Issuers or Studio City may become highly leveraged, and Studio City operates in a heavily regulated and evolving industry in Macau, a market that has recently experienced extremely rapid growth and intense competition. It is not possible for the Issuers or Studio City to predict all risk factors, nor can Issuers assess the impact of these factors on their business, or Studio City's, or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied in any forward-looking statement.  In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Issuers have based the forward-looking statements largely on their current expectations and projections about future events and financial trends that the Issuers believe may affect their financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to various risks including, among other things, risk factors relating to:  the development and management of the Studio City Project by Melco Crown Entertainment Limited ("MCE") and its affiliates; the timing or amount of any shareholder distributions from Studio City International; the timing or effect of any IPO of Studio City; the amount of indebtedness to be incurred by Studio City prior to the completion of the Studio City Project; all Studio City indebtedness is structurally senior to the notes; the satisfaction of equity commitments to Studio City International by MCE and its affiliates and among affiliates of New Cotai; Studio City's utilization of its credit facilities to finance the construction and completion of the Studio City Project; Studio City's ability to develop the Studio City Project in accordance with its business plan, completion time and within budget; Studio City's ability to release funds pursuant to the disbursement agreement or escrow security agreements; Studio City's ability to fulfill conditions precedent to draw down funds already committed by its lenders; construction cost estimates for the Studio City Project, including projected variances from budgeted costs; Studio City's ability to raise additional capital or procure additional completion support, if and when required; Studio City's ability to enter into definitive contracts with contractors with sufficient skill, financial strength and relevant experience; increased competition from other casino hotel and resort projects in Macau and elsewhere in Asia, including (in Macau) from SJM, Venetian Macau, Wynn Macau, Galaxy and MGM Grand; government regulation of the gaming industry, including gaming license approvals and the legalization of gaming in other jurisdictions; growth of the gaming market and visitation in Macau; the uncertainty of tourist behavior related to spending and vacationing at casino resorts in Macau; and Studio City's future business development, results of operations and financial condition.  The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, the Issuers undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made.

SOURCE New Cotai, LLC