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Studio City Company Limited Announces Tender Offer for Any and All of Its 7.00% senior secured notes due 2027

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Studio City Company (NYSE:MSC) launched a conditional cash tender offer for all outstanding 7.00% senior secured notes due 2027, expiring 5:00 p.m. New York time on May 12, 2026. Acceptance consideration is $1,001.25 per $1,000 principal; settlement expected May 15, 2026, conditional on financing.

The company also issued a conditional redemption notice for remaining notes on June 5, 2026 at a redemption price of plus accrued interest, subject to the same financing condition.

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Positive

  • Tender offer price of $1,001.25 per $1,000 principal
  • Settlement expected on May 15, 2026 if financing condition is met
  • Conditional redemption scheduled for June 5, 2026 at $1,000 plus accrued interest

Negative

  • Tender and redemption are conditional on successful financing, creating execution risk
  • Minimum acceptance denomination of $200,000 may limit participation by smaller holders

News Market Reaction – MSC

-0.21% 2.0x vol
5 alerts
-0.21% Session close to close
+23.7% Peak in 5 hr 29 min
$521.91M Market Cap
2.0x Rel. Volume

In the May 6 session, MSC declined 0.21%, reflecting a mild negative market reaction. Argus tracked a peak move of +23.7% during that session. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. Trading volume was elevated at 2.0x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement detailed a conditional cash tender offer for any and all 7.00% senior secured note...
Analysis

This announcement detailed a conditional cash tender offer for any and all 7.00% senior secured notes due 2027, alongside a notice of conditional redemption. Both actions are subject to a Financing Condition tied to proceeds from a new notes offering and cash on hand. In recent quarters, Studio City has reported rising revenues and stronger Adjusted EBITDA, while carrying net debt of about US$2.01 billion. Investors tracking this news may focus on execution of the financing, overall debt levels, and subsequent earnings trends.

Key Figures

Coupon rate: 7.00% Tender consideration: US$1,001.25 per US$1,000 principal Minimum denomination: US$200,000 +5 more
8 metrics
Coupon rate 7.00% Senior secured notes due 2027
Tender consideration US$1,001.25 per US$1,000 principal Notes validly tendered and accepted
Minimum denomination US$200,000 Minimum tender size, with US$1,000 multiples above
Tender expiration 5:00 p.m., May 12, 2026 (NYC time) Conditional tender offer expiration time
Withdrawal deadline 5:00 p.m., May 12, 2026 (NYC time) Last time to withdraw tenders
Expected settlement date May 15, 2026 Subject to satisfaction or waiver of Financing Condition
Redemption price US$1,000 per US$1,000 principal Conditional redemption of remaining 2027 notes on June 5, 2026
Redemption date June 5, 2026 Conditional redemption of all outstanding 2027 notes

Historical Context

5 past events · Latest: Apr 30 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 30 Q1 2026 earnings Positive -2.9% Reported higher Q1 2026 revenues and Adjusted EBITDA with return to net income.
Mar 13 2025 20-F filing Neutral -6.7% Filed 2025 Form 20-F and made audited statements available to shareholders.
Feb 12 Q4 and FY 2025 Positive +0.6% Announced higher Q4 revenues and full-year 2025 Adjusted EBITDA despite net loss.
Feb 05 Earnings date notice Neutral +0.0% Announced upcoming release date for Q4 and full-year 2025 results.
Nov 06 Q3 2025 earnings Positive -9.3% Posted higher Q3 2025 revenues and Adjusted 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.

Pattern Detected

Recent history shows multiple positive earnings reports followed by flat or negative next-day reactions, suggesting a pattern of selling or muted response around fundamentally improving results.

Recent Company History

Over the last six months, Studio City has mainly reported earnings and routine filings. Q3 2025, Q4 2025, and Q1 2026 results all highlighted rising revenues and stronger Adjusted EBITDA, yet shares often fell afterward, including a -9.25% move after Q3 and -2.89% after Q1 2026. A March 2026 Form 20-F filing and an earnings-date notice were procedurally neutral but coincided with small to moderate price moves. Against this backdrop, today’s debt tender announcement arrives while the stock trades well below its 52-week high and after several news-related divergences.

Key Terms

senior secured notes, conditional cash tender offer, cusip, isin, +1 more
5 terms
senior secured notes financial
"its outstanding 7.00% senior secured notes due 2027 (CUSIP Numbers..."
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.
conditional cash tender offer financial
"initiated a conditional cash tender offer for any and all of its outstanding..."
A conditional cash tender offer is a bid by a buyer to purchase shareholders’ stock for cash that only becomes binding if certain stated conditions are met, such as a minimum number of shares tendered, regulatory approvals, or financing being secured. For investors it matters because the offer’s cash price can provide an immediate exit or premium, but the conditions create uncertainty about whether the deal will close, so shareholders must weigh the likelihood of fulfillment before tendering their shares.
cusip financial
"2027 (CUSIP Numbers G8539E AC9 and 86400G AC3; ISIN USG8539EAC96..."
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
View in glossary
isin financial
"AC9 and 86400G AC3; ISIN USG8539EAC96 and US86400GAC33)..."
A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.
View in glossary
redemption price financial
"for redemption on June 5, 2026 for the redemption price of US$1,000 per..."
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

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 has initiated a conditional cash tender offer for any and all of its outstanding 7.00% senior secured notes due 2027 (CUSIP Numbers G8539E AC9 and 86400G AC3; ISIN USG8539EAC96 and US86400GAC33) (the “2027 SCC Senior Secured Notes” and such conditional tender offer, the “Conditional Tender Offer”).

The Conditional Tender Offer is being made upon and is subject to the terms and conditions set out in the Offer to Purchase, dated May 6, 2026 (the “Offer to Purchase”). The Conditional Tender Offer is conditional upon, among other things, the receipt by Studio City Company of net proceeds from the successful completion of a notes offering in an aggregate amount, together with cash on hand, being sufficient to fund the Conditional Tender Offer and the redemption of any 2027 SCC Senior Secured Notes which remain outstanding following the completion of the Conditional Tender Offer and to pay all fees and expenses associated with the foregoing (the “Financing Condition”).

The Conditional Tender Offer will expire at 5:00 p.m., New York City time, on May 12, 2026, unless extended or terminated by Studio City Company (the “Expiration Time”). Tenders of the 2027 SCC Senior Secured Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on May 12, 2026 (the “Withdrawal Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

The consideration for each US$1,000 principal amount of 2027 SCC Senior Secured Notes validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) on or prior to the Expiration Time, and accepted for purchase will be US$1,001.25. The 2027 SCC Senior Secured Notes will be accepted only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.

The settlement of the Conditional Tender Offer is expected to occur, subject to the satisfaction or waiver of the Financing Condition, on May 15, 2026. Studio City Company has reserved the right to extend, amend or terminate the Conditional Tender Offer at any time in its sole discretion.

On the date of the Offer to Purchase, Studio City Company also issued a notice of conditional redemption with respect to all of the outstanding 2027 SCC Senior Secured Notes for redemption on June 5, 2026 for the redemption price of US$1,000 per US$1,000 principal amount of the 2027 SCC Senior Secured Notes, plus accrued and unpaid interest to the date of the redemption and additional amounts, if any. The redemption is also subject to the Financing Condition.

The Conditional Tender Offer is being made solely pursuant to the Offer to Purchase, which sets forth the complete terms of the Conditional Tender Offer. The Offer to Purchase will be distributed to holders by Kroll Issuer Services Limited, the Tender and Information Agent for the Conditional Tender Offer, via the usual Clearing System channels. Copies of the Offer to Purchase are available from the Tender and Information Agent at the following website: https://deals.is.kroll.com/studiocity. Studio City Company has engaged Deutsche Bank AG, Singapore Branch to act as the dealer manager for the Conditional Tender Offer. Questions regarding the terms of the Conditional Tender Offer should be directed to Deutsche Bank AG, Singapore Branch at One Raffles Quay, #17-00 South Tower, Singapore 048583, Attention: Global Risk Syndicate (Tel: +65 6423-4229), with a copy to Deutsche Bank AG, London Branch at 21 Moorfields, London EC2Y 9DB, United Kingdom, Attention: Liability Management Group (Tel: +44 20-7545-8011) and Deutsche Bank Securities Inc. at 1 Columbus Circle, New York, New York 10019, United States of America, Attention: Liability Management Group (Tel: +1 212-250-7527) with a copy at the same address to Attention of the General Counsel, 19th Floor at the email of dbcapmarkets.gcnotices@list.db.com. Studio City Company has appointed Kroll Issuer Services Limited to serve as the Tender and Information Agent for the Conditional Tender Offer. Questions regarding the procedures for participating in the Conditional Tender Offer or requests for additional copies of the Offer to Purchase should be directed to Kroll Issuer Services Limited, Attention: Kevin Wong / Alison Lee (Tel: +852 2281 0114 / +44 20 7704 0880, Email: studiocity@is.kroll.com).

This press release is not an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Conditional Tender Offer is being made solely by the Offer to Purchase. None of Studio City Company, its board of directors, the trustee, the dealer manager, the Tender and Information agent or any of their respective affiliates make any recommendations as to whether or not holders should tender their 2027 SCC Senior Secured Notes pursuant to the Conditional Tender Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their 2027 SCC Senior Secured Notes, and, if so, the principal amount of the 2027 SCC Senior Secured Notes to tender.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such restrictions.

This press release is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. 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 prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Statement

This press release contains forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding Studio City Company’s plans and expected timing with respect to the Conditional Tender Offer. Studio City International Holdings Limited 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 the 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 the Offer to Purchase. 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

What is the deadline for Studio City Company (MSC) to tender 7.00% notes due 2027?

The tender offer expires at 5:00 p.m. New York time on May 12, 2026. According to the company, tenders may be withdrawn at or prior to that Withdrawal Deadline, subject to limited legal exceptions.

How much will Studio City (MSC) pay for each $1,000 of 7.00% notes if accepted?

Accepted tenders will receive $1,001.25 per $1,000 principal amount. According to the company, that consideration applies to notes validly tendered and not withdrawn by the Withdrawal Deadline.

When will settlement and conditional redemption occur for MSC 7.00% notes due 2027?

Settlement is expected on May 15, 2026, and conditional redemption is set for June 5, 2026. According to the company, both dates are subject to satisfaction or waiver of the Financing Condition.

What is the Financing Condition for Studio City's (MSC) tender offer for 2027 notes?

The Financing Condition requires net proceeds from a notes offering plus cash on hand to be sufficient to fund the tender and redemptions. According to the company, the offer and redemption are conditional on that financing.

Who are the dealer manager and tender agent for MSC's conditional tender offer?

Deutsche Bank AG, Singapore Branch is the dealer manager and Kroll Issuer Services Limited is the Tender and Information Agent. According to the company, contact details for both were provided for holders seeking information.