Important Notice Not for Distribution in the United States
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IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES IMPORTANT: You must read this disclaimer before continuing. This disclaimer applies to the attached Offering Memorandum. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Offering Memorandum. In accessing the attached Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of your representation: By accepting and accessing the attached Offering Memorandum you are deemed to have represented to NagaCorp Ltd. (the “Issuer”), Credit Suisse (Hong Kong) Limited, Morgan Stanley & Co. International plc and UBS AG Hong Kong Branch (collectively, the “Initial Purchasers”) that (1) you are not resident in the United States as defined in Regulation S (“Regulation S”) under the U.S. Securities Act of 1933 (the “Securities Act”) and, to the extent you will purchase the securities described in the attached Offering Memorandum, you will be doing so pursuant to Regulation S, and (2) you consent to the delivery of the attached Offering Memorandum and any amendments or supplements thereto by electronic transmission. The attached Offering Memorandum has been made available to you in electronic form. You are reminded that documents may be altered or changed when transmitted electronically and consequently none of the Issuer, its subsidiaries or the Initial Purchasers or any person controls any of them or any of their respective directors, employees, representatives, affiliates or agents accept any liability or responsibility whatsoever in respect of any discrepancies between the Offering Memorandum distributed to you electronically and the original version. Restrictions: You are reminded that the information in the attached Offering Memorandum is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described therein. You are reminded that the information in the attached Offering Memorandum is not complete and may be changed. Any investment decision should be made on the basis of the information contained in a final offering memorandum that will be distributed to you prior to the closing date and not on the basis of this Offering Memorandum. None of this electronic transmission, Offering Memorandum or anything contained in it or them shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. Neither the Initial Purchasers nor any of their respective affiliates nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this electronic transmission or the Offering Memorandum or their respective contents or otherwise arising in connection therewith. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation to subscribe for or purchase any of the securities described herein, and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Initial Purchaser or any affiliate of any Initial Purchaser is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by that Initial Purchaser or affiliate on behalf of the Issuer in such jurisdiction. You are reminded that you have accessed the attached Offering Memorandum on the basis that you are a person into whose possession it may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you have gained access to this electronic transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Actions that you may not take: You should not reply by e-mail to this communication, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. STRICTLY CONFIDENTIAL NagaCorp Ltd. (established and existing in the Cayman Islands with limited liability) US$350,000,000 7.95% Senior Notes due 2024 Issue Price: 98.167% NagaCorp Ltd. (“we,” “us” or the “Company”) is offering (the “Offering”) US$350,000,000 7.95% Senior Notes due 2024 (the “Notes”). The Notes will bear interest at the rate of 7.95% per year. Interest on the Notes is payable semi-annually in arrears on January 6 and July 6 of each year (each, an “Interest Payment Date”) commencing on January 6, 2021. The Notes will mature on July 6, 2024. The Notes will be guaranteed (the “Note Guarantees”) by certain of the Company’s subsidiaries (the “Guarantors”). The Notes and the Note Guarantees will be senior unsecured obligations of the Company and the Guarantors and will rank pari passu in right of payment with all of their senior indebtedness and senior in right of payment to any of their subordinated indebtedness. The Notes and the Note Guarantees will be effectively subordinated to any secured obligations of the Company and the Guarantors and will be structurally subordinated to the obligations of the Company’s subsidiaries that do not guarantee the Notes. For a more detailed description of the Notes and the Note Guarantees, see “Description of the Notes.” At any time on or after July 6, 2022, we may redeem some or all of the Notes at the redemption prices listed in “Description of the Notes – Optional Redemption.” Prior to July 6, 2022, we may redeem some or all of the Notes by paying a “make-whole” premium. Prior to July 6, 2022, we may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings. In addition, we may redeem the Notes in whole, but not in part, at any time at a price equal to their principal amount plus accrued interest, in the event of certain changes in withholding tax laws. We may also redeem Notes if a gaming authority requires holders of Notes to be licensed, qualified or found suitable under applicable law and such holder is not so licensed or qualified or is found unsuitable. Investing in the Notes involves certain risks. See “Risk Factors” to read about factors you should consider before buying the Notes. The Notes and the Note Guarantees have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold within the United States, except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). For a description of these and certain further restrictions on offers, sales and transfers of the Notes and distribution of this Offering Memorandum, see “Plan of Distribution” and “Transfer Restrictions.” The Notes are expected to be rated “B1” by Moody’s Investors Service, Inc. (“Moody’s”), and “B+” by S&P Global Ratings, a division of the McGraw-Hill Companies Inc. (“Standard & Poor’s”). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Memorandum. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, our subsidiaries, our associated companies or the Notes. The Notes will be evidenced by a global certificate (the “Global Certificate”) in registered form, which will be registered in the name of a nominee of, and deposited with a common depositary for, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A.