Press Release

White & Case Advises on Studio City's Senior Secured Notes Offering and Super Senior Revolving Credit Facility

Global law firm White & Case LLP has advised the financial institutions on the senior secured notes offering and super senior revolving credit facility for Studio City Company Limited (SCC), 60 percent of which is held indirectly by Melco Crown Entertainment Limited, a developer, owner and operator of casino gaming and entertainment resort facilities in Asia, with the remaining 40 percent held indirectly by New Cotai, LLC.

"This outstanding and significant transaction for our clients Deutsche Bank, Bank of China, Bank of America Merrill Lynch and ANZ, and for Melco Crown Entertainment, demonstrates the experience of our banking and capital markets teams and our ability to support clients in Asia-Pacific on complex financing work against tight deadlines," said Hong Kong-based White & Case partner Eugene Man, who led the Firm's deal team.

The Firm advised Deutsche Bank, as sole global coordinator and left lead bookrunner, Bank of America Merrill Lynch as joint bookrunner (active) and ANZ and BOC International as joint bookrunners (passive), on the Rule 144A/Regulation S offering of senior secured notes due 2019 and senior secured notes due 2021 by SCC, and Bank of China Limited, Macau Branch as original lender and facility agent on the HK$233 million super senior revolving credit facility (SSRCF) for SCC.

The offering consisted of US$350 million aggregate principal amount 5.875 percent senior secured notes due 2019, and US$850 million aggregate principal amount 7.25 percent senior secured notes due 2021. It is the largest high yield corporate bond in Asia so far in 2016.

SCC will use the proceeds of the offering together with additional cash reserves to repay certain outstanding debt, and the SSRCF for general corporate and working capital purposes. The transaction involved complex intercreditor and security interest arrangements in one of the first corporate pari bank-bond transactions with a super senior revolving credit facility in the region, and was executed on a highly accelerated timetable.

White & Case has previously advised on other financings and offerings for members of the Melco Crown Entertainment Group, including advising a syndicate of banks on a US$1.75 billion amendment and extension to senior secured facilities of Melco Crown (Macau) Limited, as underwriters' counsel on MCE Finance Limited's Rule 144A/Regulation S offering of US$600 million 10.25 percent senior notes due 2018, as underwriters' counsel on Studio City Finance Limited's Rule 144A/Regulation S issuance of US$825 million 8.5 percent Senior Notes due 2020, and on MCE Finance Limited's Rule 144A/Regulation S high yield offering of US$1 billion five percent senior notes due 2021.

The White & Case team which advised on the transaction was led by partner Eugene Man with support from associates Stephen Howard, Jessica Tam and Sabrina Lee (all Hong Kong) on the SSRCF and intercreditor and security interest arrangements. Partner Rob Mathews (London) and local partner Jessica Zhou (Hong Kong) led the team advising on the 2019 notes and 2021 notes, with support from associates Anna Soroka (London) and Christina Lui (Singapore).

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