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Melco Resorts Finance Limited ("Melco Resorts Finance") today announces that it proposes to conduct an international offering of senior notes (the "New Notes" and such offering, the "New Notes Offering"). Melco Resorts Finance is a wholly-owned subsidiary of Melco Resorts & Entertainment Limited ("Melco").
The New Notes are proposed to be senior obligations of Melco Resorts Finance, ranking equally with all of Melco Resorts Finance's existing and future senior indebtedness. Melco will not be a guarantor of the New Notes.
The interest rate and other terms of the New Notes will be determined at the time of pricing of the New Notes Offering. Completion of the proposed New Notes Offering is subject to market conditions and investor interest. As no binding agreement in relation to the proposed New Notes Offering has been entered into as at the date of this press release, the proposed New Notes may or may not be issued.
Melco Resorts Finance today also announces that it has commenced a conditional cash tender offer for any and all of its outstanding 5.250% senior notes due 2026 (CUSIP Numbers 58547D AB5 and G5975L AC0; ISIN US58547DAB55 and USG5975LAC03) (the "Existing Notes" and such conditional tender offer, the "Conditional Tender Offer"). The Conditional Tender Offer is conditional upon, among other things, the successful completion by the Company of the New Notes Offering, the gross proceeds of which shall be sufficient to fund (i) the purchase of all outstanding Existing Notes in the Conditional Tender Offer and (ii) the redemption of any Existing Notes which remain outstanding following the completion of the Conditional Tender Offer, before taking into account accrued interest, fees and expenses (the "Financing Condition"). The Conditional Tender Offer is being made upon and is subject to the terms and conditions set out in the Offer to Purchase dated September 15, 2025 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery. The Conditional Tender Offer will expire at 5:00 p.m., New York City time, on September 19, 2025, unless extended or terminated by Melco Resorts Finance (the "Expiration Time"). Subject to the satisfaction or waiver of the Financing Condition, the settlement of the Conditional Tender Offer is expected to be September 24, 2025 (the "Tender Offer Settlement Date"). Melco Resorts Finance has reserved the right to extend, amend or terminate the Conditional Tender Offer at any time in its sole discretion.
The consideration for each US$1,000 principal amount of Existing Notes will be US$1,000 (the "Notes Consideration"). Existing Notes will be accepted only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. Subject to the terms and conditions in the Offer to Purchase, Melco Resorts Finance will pay the Notes Consideration to holders who validly tender their Existing Notes (and do not validly withdraw their Existing Notes) by the Expiration Time, if such Existing Notes are accepted for purchase. Existing Notes tendered may be withdrawn at any time at or before the Expiration Time.
Melco Resorts Finance currently intends to deliver a notice of redemption to redeem any Existing Notes outstanding following the consummation of the Conditional Tender Offer that are not purchased pursuant to the Conditional Tender Offer. Melco Resorts Finance is not obligated to redeem Existing Notes that are not tendered and accepted in the Conditional Tender Offer, and there can be no assurance it will do so. Statements of intent in this press release shall not constitute a notice of redemption under the indenture governing the Existing Notes. Any such notice, if made, will only be made in accordance with the provisions of the indenture governing the Existing Notes.
Posted In: MLCO
