Studio City Announces Private Placement Offers

MACAU, July 07, 2020 (GLOBE NEWSWIRE) -- Studio City International Holdings Limited (NYSE: MSC) (“Studio City” or the “Company”), a world-class integrated resort located in Cotai, Macau, today announced it has commenced a series of private offers of its Class A ordinary shares (“Class A Shares”) at a price of US$3.89 per Class A Share (the “Class A Private Placements”), to certain existing institutional holders of the Class A Shares and American depositary shares (“ADSs”).  Concurrently, MSC Cotai Limited, a wholly-owned subsidiary of the Company (“MSC Cotai”), is offering New Cotai, LLC, an existing shareholder of the Company (“New Cotai”), a right to acquire an additional participation interest in MSC Cotai at a price equivalent to the per Class A Share price of the Class A Private Placements in accordance with the terms and conditions of the participation agreement amongst MSC Cotai, New Cotai and the Company (the “MSC Cotai Participation Interest Placement” and, together with the Class A Private Placements, the “Private Placements”).  New Cotai and the existing shareholders being offered the Class A Private Placements hold, in aggregate, approximately 99% of the Company’s outstanding shares.

Each offeree of the Class A Private Placements that fully subscribes to the Class A Shares offered to it is also expected to be offered the right to subscribe for additional Class A Shares if and to the extent there are unsubscribed Class A Shares by other offerees in the Private Placements (the “Unsubscribed Securities”) on a pro rata basis.  The number of Unsubscribed Securities will include the equivalent number of Class A Shares into which any unaccepted participation interest would be exchangeable to the extent New Cotai does not accept the MSC Cotai Participation Interest Placement in full.

Melco Resorts & Entertainment Limited, through its subsidiary MCO Cotai Investments Limited, has indicated to Studio City that it will purchase all the Class A Shares offered to it in the Class A Private Placements and, in addition, has indicated it will purchase the maximum number of Unsubscribed Securities available for purchase by it under the terms of the Private Placements to the extent offered to it by the Company (the “MCO Cotai Commitment”).