Studio City Company Announces Proposed Senior Secured Notes Offering

Studio City Company (MSC) proposes an international offering of senior secured notes (the “New Notes”) to repay and/or redeem its outstanding 7.00% senior secured notes due 2027.

Rhea-AI Summary

Studio City Company (MSC) proposes an international offering of senior secured notes (the “New Notes”) to repay and/or redeem its outstanding 7.00% senior secured notes due 2027. The New Notes would be senior secured obligations of Studio City Company and guaranteed by Studio City Investments and its subsidiaries (excluding Studio City Company).

The offering will target qualified institutional buyers in the U.S. under Rule 144A and non-U.S. persons under Regulation S. Completion is subject to market conditions, pricing, and investor demand; terms including interest rate will be set at pricing.

Positive

• 7.00% 2027 notes targeted for repurchase/redemption with offering proceeds
• Offering structured for Rule 144A/Reg S to reach institutional investors

Negative

• US$30 million credit facility claims would have priority over New Notes on shared collateral
• Offering is non‑binding and subject to market conditions; may not be completed
• Note guarantees exclude Melco Resorts and SCIHL, limiting upstream support

Argus May 6 session

-0.21% close to close Open Argus

Details

News Market Reaction – MSC

In the May 6 session, MSC declined 0.21%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement outlined an international offering of senior secured New Notes, primarily to repur...

Analysis

This announcement outlined an international offering of senior secured New Notes, primarily to repurchase and redeem existing 7.00% senior secured notes due 2027. The structure includes senior guarantees and use of Rule 144A and Regulation S exemptions, with completion subject to market conditions. Historically, Studio City’s earnings and filings have produced mixed stock reactions, underscoring the importance of monitoring final pricing terms, investor demand for the Notes, and any subsequent changes in the company’s overall debt profile.

Key Figures

Senior secured credit facilities: US$30 million Existing note coupon: 7.00% Existing notes maturity: 2027 +2 more

Senior secured credit facilities

US$30 million

Existing senior secured credit facilities with common collateral

Existing note coupon

7.00%

Coupon on senior secured notes due 2027 to be repurchased/redeemed

Existing notes maturity

2027

Maturity year of 7.00% senior secured notes targeted in transaction

Rule 144A

Rule 144A

U.S. Securities Act exemption used for qualified institutional buyers

Regulation S

Regulation S

Exemption used for offers to non-U.S. persons

Historical Context

5 past events · Latest: Apr 30

5 events

1. Apr 30

   Q1 2026 earnings

   24h Move

   -2.9%

   Stronger Q1 revenues and EBITDA with move to net income.

2. Mar 13

   Annual report filing

   24h Move

   -6.7%

   Form 20-F filing with audited FY 2025 financials.

3. Feb 12

   Q4/FY 2025 earnings

   24h Move

   +0.6%

   Q4 and full-year 2025 revenue and EBITDA update.

4. Feb 05

   Earnings date notice

   24h Move

   +0.0%

   Announcement of timing for Q4 and FY 2025 results.

5. Nov 06

   Q3 2025 earnings

   24h Move

   -9.3%

   Improved Q3 revenues and EBITDA with narrower net loss.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured notes, senior indebtedness, subordinated indebtedness, tender offer, +3 more

7 terms

senior secured notes financial

"proposes to conduct an international offering of senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

senior indebtedness financial

"ranking equally in right of payment with all existing and future senior indebtedness"

Senior indebtedness is the portion of a company’s debt that must be repaid before other debts if the company runs into trouble or is liquidated. Think of it like having first dibs on a limited pot of money — lenders holding senior debt are paid first, so their loans are less risky but may carry lower interest. Investors watch senior indebtedness to judge recovery chances and relative risk in a default.

subordinated indebtedness financial

"ranking senior in right of payment to all existing and future subordinated indebtedness"

Debt that carries lower priority for repayment than other borrowings, meaning holders are paid only after higher‑priority creditors are made whole if the borrower runs into financial trouble; think of it as standing at the back of a queue at a checkout. It matters to investors because it usually carries higher interest to compensate for greater risk, affects how much creditors recover in default, and influences a borrower’s overall credit profile and cost of borrowing.

tender offer financial

"pursuant to the tender offer that was launched concurrently with the Notes Offering"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

Rule 144A regulatory

"pursuant to Rule 144A under the U.S. Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to non-US persons in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Securities Act regulatory

"under the U.S. Securities Act of 1933, as amended (the “Securities Act”)"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MACAU, May 06, 2026 (GLOBE NEWSWIRE) -- Studio City Company Limited (“Studio City Company”) today announces that it proposes to conduct an international offering of senior secured notes (the “New Notes” and such offering, the “Notes Offering”). Studio City Company is a wholly-owned subsidiary of Studio City International Holdings Limited (“SCIHL”).

The New Notes are proposed to be senior secured obligations of Studio City Company, ranking equally in right of payment with all existing and future senior indebtedness of Studio City Company (although any liabilities in respect of obligations under the US$30 million senior secured credit facilities with Studio City Company as borrower, that are secured by common collateral securing the proposed New Notes, will have priority over the proposed New Notes with respect to any proceeds received upon any enforcement action of such common collateral), and ranking senior in right of payment to all existing and future subordinated indebtedness of Studio City Company. The New Notes are proposed to be guaranteed by Studio City Investments Limited and all of its existing subsidiaries (other than Studio City Company) on a senior basis (the “Note Guarantees”). Neither Melco Resorts & Entertainment Limited nor SCIHL will be a guarantor for the New Notes.

The interest rate and other terms of the New Notes will be determined at the time of pricing of the Notes Offering. Completion of the proposed Notes Offering is subject to market conditions and investor interest. As no binding agreement in relation to the proposed Notes Offering has been entered into as at the date of this press release, the proposed New Notes may or may not be issued.

The net proceeds from the Notes Offering will be used, together with cash on hand, to repurchase any and all outstanding Studio City Company’s outstanding 7.00% senior secured notes due 2027 (the “2027 SCC Senior Secured Notes”) pursuant to the tender offer that was launched concurrently with the Notes Offering, and, to the extent any 2027 SCC Senior Secured Notes remain outstanding following the consummation of the tender offer, to redeem any such outstanding 2027 SCC Senior Secured Notes.

The New Notes and the Note Guarantees are being proposed to be offered and sold in the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside of the United States to non-US persons in reliance on Regulation S under the Securities Act. The proposed New Notes and the Note Guarantees have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state laws. Studio City Company does not intend to register any portion of the offering of the proposed New Notes and the Note Guarantees in the United States.

This press release is for information purposes only. Nothing in this press release constitutes an offer to buy, or a solicitation of an offer to sell, securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. SCIHL may also make forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Studio City Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) changes in the gaming market and visitations in Macau, (ii) local and global economic conditions, (iii) capital and credit market volatility, (iv) our anticipated growth strategies, (v) risks associated with the implementation of the amended Macau gaming law by the Macau government, (vi) gaming authority and other governmental approvals and regulations, and (vii) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in Studio City Company’s offering memorandum with respect to the New Notes. All information provided in this press release is as of the date of this press release, and Studio City Company undertakes no duty to update such information, except as required under applicable law.

For the investment community, please contact:
Jeanny Kim
Senior Vice President, Group Treasurer
Tel: +852 2598 3698
Email: jeannykim@melco-resorts.com

For media enquiries, please contact:
Chimmy Leung
Executive Director, Corporate Communications
Tel: +852 3151 3765
Email: chimmyleung@melco-resorts.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Studio City Company (MSC) proposing with the May 6, 2026 notes offering?

Studio City Company is proposing an international offering of senior secured notes to fund repayment of its 7.00% senior secured notes due 2027. According to Studio City Company, proceeds plus cash on hand will be used for a concurrent tender offer and potential redemption.

Who will guarantee the proposed New Notes in Studio City Company's MSC offering?

The New Notes are proposed to be guaranteed by Studio City Investments and its existing subsidiaries (other than Studio City Company). According to Studio City Company, Melco Resorts and SCIHL will not guarantee the New Notes.

How will Studio City Company's MSC New Notes be offered to investors?

The proposed New Notes will be offered to qualified institutional buyers in the U.S. under Rule 144A and to non-U.S. persons under Regulation S. According to Studio City Company, the securities will not be registered under the U.S. Securities Act.

What priority and security terms apply to the proposed New Notes by Studio City Company (MSC)?

The New Notes would be senior secured obligations ranking equally with other senior indebtedness but subordinate to any liabilities under the US$30 million secured credit facility on shared collateral. According to Studio City Company, that facility would have priority on enforced collateral proceeds.

When will the interest rate and final terms for Studio City Company's MSC New Notes be set?

Interest rate and final terms will be determined at pricing and are not yet set. According to Studio City Company, completion depends on market conditions and investor interest, and no binding agreement has been entered as of May 6, 2026.