EX-99.3 86 dex993.htm FORM OF LETTER TO CLIENTS Form of Letter to Clients

Exhibit 99.3

Universal City Development Partners, Ltd.

UCDP Finance, Inc.

Offer to Exchange

Up to $400,000,000 Principal Amount Outstanding of

8 7/8% Senior Notes due 2015 and the guarantees thereof

for

a Like Principal Amount of

8 7/8% Senior Notes due 2015 and the guarantees thereof

which have been registered under the Securities Act of 1933

and

Up to $225,000,000 Principal Amount Outstanding of

10 7/8% Senior Subordinated Notes due 2016 and the guarantees thereof

for

a Like Principal Amount of

10 7/8% Senior Subordinated Notes due 2016 and the guarantees thereof

that have been registered under the Securities Act of 1933

Pursuant to the Prospectus, dated                 , 2010

To Our Clients:

Enclosed for your consideration is a Prospectus dated                 , 2010 (the “Prospectus”) and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Universal City Development Partners, Inc., a Florida limited partnership (“UDCP”), and UCDP Finance, Inc., a Florida corporation (“UCDP Finance” and, together with UCDP, the “Registrants”), to exchange (i) up to $400,000,000 aggregate principal amount of registered 8 7/8% Senior Notes due 2015 of the Registrants, which will be freely transferable (the “Senior Exchange Notes”), and the guarantees thereof for any and all of the Registrants’ outstanding 8 7/8% Senior Notes due 2015, which have certain transfer restrictions (the “Senior Original Notes”), and the guarantees thereof, and (ii) up to $225,000,000 aggregate principal amount of registered 10 7/8% Senior Subordinated Notes due 2016 of the Registrants, which will be freely transferable (the “Senior Subordinated Exchange Notes” and, together with the Senior Exchange Notes, the “Exchange Notes”), and the guarantees thereof for any and all of the Registrants’ outstanding 10 7/8% Senior Subordinated Notes due 2016, which have certain transfer restrictions (the “Senior Subordinated Original Notes” and, together with the Senior Original Notes, the “Original Notes”), and the guarantees thereof, in each case upon the terms and subject to the conditions described in the Prospectus and the related Letter of Transmittal. The Exchange Offer is intended to satisfy certain obligations of the Registrants contained in the Registration Rights Agreement dated November 6, 2009, among the Registrants, the guarantors listed on the signature pages thereto, and J.P. Morgan Securities Inc., as representative for each of the initial purchasers of the Senior Original Notes and the Registration Rights Agreement dated November 6, 2009, among the Registrants, the guarantors listed on the signature pages thereto, and J.P. Morgan Securities Inc., as representative for each of the initial purchasers of the Senior Subordinated Original Notes.

This material is being forwarded to you as the beneficial owner of the Original Notes carried by us for your account but not registered in your name. A tender of such Original Notes may only be made by us as the holder of record and pursuant to your instructions, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Please forward your instructions to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2010 (such date and time, the “Expiration Date”), unless


extended by the Registrants. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn any time prior to the Expiration Date.

Your attention is directed to the following:

 

1. The Exchange Offer is for any and all Original Notes.

 

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The exchange offer—Conditions to the exchange offer.”

 

3. The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Registrants.

If you wish to have us tender your Original Notes, please instruct us to do so by completing, executing and returning to us the instruction form on the back of this letter.

The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Original Notes, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.


INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to herein relating to the Exchange Offer made by the Registrants with respect to the Original Notes.

This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

¨    Please tender the Original Notes held by you for the account of the undersigned as indicated below:

 

    Aggregate Principal Amount of Senior Original Notes

8 7/8% Senior Notes due 2015

 
   
 

(must be an amount equal to $2,000 principal

amount or integral multiples of $1,000 in excess thereof)

 

¨ Please do not tender any Original Notes held by you for the account of the undersigned.

  Aggregate Principal Amount of Senior Subordinated Original Notes

 

10 7/8% Senior Subordinated Notes due 2016.          
       

(must be an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof)

 

¨ Please do not tender any Original Notes held by you for the account of the undersigned.

 

  
Signature(s)
  
  
Please print name(s) here
Dated:                                                  , 2010
  
  
Address(es)
  
Area Code(s) and Telephone Number(s)
  
Tax Identification or Social Security No(s).


None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.