Resorts World Las Vegas LLC (The “Issuer”) Or RWLV Capital Inc

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (A) PERSONS OR ADDRESSEES OUTSIDE OF THE UNITED STATES OR (B) QUALIFIED INSTITUTIONAL BUYERS (“QIB”) PURSUANT TO RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, 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. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THE FOLLOWING OFFERING CIRCULAR HAVENOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD 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 SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY PERSON IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 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 SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. CONFIRMATION OF YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE OFFERING CIRCULAR, INVESTORS MUST COMPLY WITH THE FOLLOWING PROVISIONS. YOU HAVE BEEN SENT THIS DOCUMENT AT YOUR REQUEST AND ON THE BASIS THAT YOU HAVE CONFIRMED TO BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., DBS BANK LTD., J.P. MORGAN SECURITIES LLC, SMBC NIKKO SECURITIES AMERICA, INC., BARCLAYS BANK PLC, FIFTH THIRD SECURITIES, INC., KEYBANC CAPITAL MARKETS INC. AND OVERSEA-CHINESE BANKING CORPORATION LIMITED (TOGETHER, THE “INITIAL PURCHASERS”) THAT YOU (1) EITHER ARE OUTSIDE THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) OR YOU ARE A QIB PURSUANT TO RULE 144A OF THE SECURITIES ACT AND, TO THE EXTENT THAT YOU PURCHASE THE SECURITIES DESCRIBED IN THE FOLLOWING OFFERING CIRCULAR, YOU WILL BE DOING SO EITHER IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S) IN COMPLIANCE WITH REGULATION S OR PURSUANT TO RULE 144A OF THE SECURITIES ACT; AND (2) CONSENT TO DELIVERY OF THE FOLLOWING OFFERING CIRCULAR AND ANY AMENDMENTS OR SUPPLEMENTS THERETO BY ELECTRONIC TRANSMISSION. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Circular to any other person. If this is not the case, you must return this Offering Circular to us immediately. You may not, nor are you authorized to, deliver or disclose the contents of this Offering Circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any of their respective affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of Resorts World Las Vegas LLC (the “Issuer”) or RWLV Capital Inc. (the “Co-Issuer”) in such jurisdiction. The Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Co- Issuer, the Initial Purchasers or any person who controls any of them or any of their respective commissioners, directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any such alteration or change. Subject to Completion. Dated March 29, 2021. PRELIMINARY OFFERING CIRCULAR CONFIDENTIAL $ Resorts World Las Vegas LLC RWLV Capital Inc. % Senior Notes due Resorts World Las Vegas LLC, a Delaware limited liability company (“RWLV”), and RWLV Capital Inc., a Delaware corporation (“RWLV Capital” and, together with RWLV, the “Issuers”), are jointly offering $ million in aggregate principal amount of % Senior Notes due (the “notes”). RWLV Capital was formed as a wholly owned subsidiary of RWLV solely for the purpose of acting as a co-issuer of debt securities of e securities described herein and it is not RWLV. Other than acting in its capacity as a co-issuer of the notes and the Issuer’s outstanding 4.625% Senior Notes due 2029 (the “2019 Notes”) and a guarantor under our Senior Secured Credit Facilities (as defined herein), RWLV Capital will not have any operations or assets and will not have any revenues. We will pay interest on the notes semi-annually in arrears on and of each year, beginning on , 2021. The notes will mature on ,. We intend to use the net proceeds of this offering and additional borrowings pursuant to the Loan Commitments to repay borrowings outstanding under the Senior Secured Credit Facilities (as defined herein) and to pay transaction fees and expenses associated with this offering, as described under the heading “Use of Proceeds.” Prior to , 20 , we may redeem the notes at our option in whole at any time or in part from time to time, at a redemption price equal to the make-whole price described under “Description of Notes—Optional Redemption—Make-Whole Redemption,” plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. On and after , 20 , we may redeem the notes in whole or in part at any time at a redemption price equal to 100% of the aggregate principal amount of the notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date as set forth under “Description of Notes—Optional Redemption—Par Redemption.” If we experience a Change of Control Triggering Event (as defined under “Description of Notes—Change of Control Offer”), we must offer to repurchase the notes at a repurchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date. The notes will also be subject to mandatory redemption requirements related to compliance with gaming laws and regulations of gaming authorities. See “Description of Notes—Optional Redemption—Gaming Redemption.” The Issuers’ obligations under the notes will be jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis by each of RWLV’s existing subsidiaries (other than RWLV Capital) that is a guarantor under the Senior Secured Credit Facilities (as defined herein), and by any future subsidiaries of RWLV that guarantee indebtedness under the Senior Secured Credit Facilities or certain other indebtedness of RWLV or a guarantor. See “Description of Notes—Guarantees.” The notes and the guarantees will be general senior unsecured obligations of the Issuers and the guarantors, respectively, and will rank equally in right of payment with all of the Issuers’ and the guarantors’ respective existing and future unsecured and unsubordinated obligations, including the 2019 Notes. The notes and the guarantees will be effectively subordinated to all of the Issuers’ and the guarantors’ respective existing and future secured obligations, including obligations under the Senior Secured Credit Facilities and, prior to the 2019 Notes Collateral Release Date (as defined herein), the 2019 Notes (which are secured by liens on certain accounts), to the extent of the assets securing such obligations. The notes and the guarantees will be senior in right of payment to any of the Issuers’ and the guarantors’ future subordinated debt, if any, and will be structurally subordinated to all existing and future indebtedness and other obligations of the Issuers’ and the guarantors’ respective subsidiaries that do not guarantee the notes. The Issuers are wholly owned indirect subsidiaries of Genting Berhad. In connection with the consummation of this offering, (i) Genting Berhad will enter into a new keepwell deed (the “New Keepwell Deed”) with RWLV and Citicorp International Limited, as trustee under the indenture governing the notes (the “Trustee”), and (ii) Genting Overseas Holdings Limited (“GOHL”), a wholly owned subsidiary of Genting Berhad, will enter into a new notes debt service funding agreement for the notes with the Trustee (the “New Notes Debt Service Funding Agreement”), a new change order funding agreement with the Trustee (the “New Change Order Funding Agreement”), and a new key money funding agreement with the Trustee (the

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