Studio City (NYSE: MSC) prices US$300M 6.125% 2031 secured notes

Rhea-AI Filing Summary

Studio City Company Limited, a wholly owned subsidiary of Studio City International Holdings Limited, has priced an international offering of US$300 million in 6.125% senior secured notes due 2031 at 100% of principal.

The company plans to use the net proceeds, together with cash on hand, to repurchase any and all of its outstanding 7.00% senior secured notes due 2027 through a previously announced conditional cash tender offer and, after that, to redeem in full any 2027 notes that remain outstanding. The new notes will be senior secured obligations of Studio City Company and are proposed to be guaranteed on a senior secured basis by Studio City Investments Limited and its existing subsidiaries (other than Studio City Company). The notes will be offered to qualified institutional buyers in the United States under Rule 144A and to non‑US persons under Regulation S, and will not be registered under the U.S. Securities Act.

Insights

Credit markets analyst

Studio City refinances 2027 debt with a new US$300M 2031 note.

Studio City Company is issuing US$300 million of 6.125% senior secured notes due 2031 at par. The stated intent is to repurchase and then redeem all outstanding 7.00% senior secured notes due 2027 using offering proceeds plus cash on hand.

This transaction extends debt maturity from 2027 to 2031 and lowers the coupon rate from 7.00% to 6.125%, based on the disclosed terms. The new notes rank equally with Studio City Company’s other senior indebtedness, but a US$30 million senior secured credit facility sharing collateral will have priority over collateral proceeds.

The notes are offered to qualified institutional buyers under Rule 144A and to non‑US persons under Regulation S, with no registration planned under the Securities Act. Actual impact will depend on completion of the conditional tender offer announced on May 6, 2026 and the subsequent redemption of any remaining 2027 notes.

Key Figures

New notes size: US$300 million aggregate principal amount Coupon rate new notes: 6.125% interest rate Issue price: 100% of principal +3 more

6 metrics

New notes size US$300 million aggregate principal amount 6.125% senior secured notes due 2031

Coupon rate new notes 6.125% interest rate Senior secured notes due 2031

Issue price 100% of principal Pricing of the New Notes

Existing notes coupon 7.00% interest rate Senior secured notes due 2027 targeted for repurchase

Credit facilities US$30 million senior secured credit facilities Facilities with priority on shared collateral

Offering exemptions Rule 144A and Regulation S Distribution of New Notes and Note Guarantees

Key Terms

senior secured notes, Conditional Tender Offer, Note Guarantees, Rule 144A, +2 more

6 terms

senior secured notes financial

"international offering of senior secured notes (the “New 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.

Conditional Tender Offer financial

"pursuant to the conditional cash tender offer announced by Studio City Company"

An offer by a buyer to purchase shareholders’ stock that will only go ahead if certain conditions are met, such as a minimum number of shares being tendered or regulatory approval being obtained. It matters to investors because it can create a chance to sell shares at a premium but carries uncertainty — like getting an offer to buy your car only if enough neighbors agree or an inspection passes — affecting share price, liquidity, and control outcomes.

Note Guarantees financial

"proposed to be guaranteed ... on a senior secured basis (the “Note Guarantees”)"

A note guarantee is a promise by a third party—often a parent company or a guarantor—to cover payments if the original borrower fails to repay a promissory note or debt obligation. For investors, a guarantee acts like a cosigner on a loan: it lowers the risk of losing money, can improve the note’s creditworthiness and attractiveness, and affects how readily the debt can be traded or recovered in default.

Rule 144A regulatory

"offered and sold in the United States to qualified institutional buyers pursuant to Rule 144A"

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

"outside of the United States to non-US persons in reliance on Regulation S"

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.

safe harbor regulatory

"made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

Form 6-K: How Foreign Companies Report to the SEC →

Table of Contents

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a–16 OR 15d–16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-38699

STUDIO CITY INTERNATIONAL HOLDINGS LIMITED

71 Robinson Road

#04-03

Singapore 068895

and

38^th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20–F or Form 40–F.

Form 20-F ☒   Form 40-F ☐

Table of Contents

STUDIO CITY INTERNATIONAL HOLDINGS LIMITED

Form 6–K

TABLE OF CONTENTS

Signature			3
Exhibit 99.1

2

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STUDIO CITY INTERNATIONAL HOLDINGS LIMITED
By:		/s/ Geoffrey Davis

Name:		Geoffrey Davis, CFA
Title:		Chief Financial Officer

Date: May 7, 2026

3

Table of Contents

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Press Release

4

Exhibit 99.1

FOR IMMEDIATE RELEASE

Studio City Company Announces Pricing of Senior Secured Notes Offering

Macau, Thursday, May 7, 2026 – Studio City Company Limited (“Studio City Company”) today announces that it has priced its international offering of senior secured notes (the “New Notes” and such offering, the “New Notes Offering”). Studio City Company is a wholly-owned subsidiary of Studio City International Holdings Limited (“SCIHL”).

The New Notes Offering consists of US$300 million aggregate principal amount of 6.125% senior secured notes due 2031. The New Notes were priced at 100%. Studio City Company intends to use the net proceeds from the New Notes Offering, together with cash on hand, to repurchase any and all of Studio City Company’s 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”) pursuant to the conditional cash tender offer announced by Studio City Company on May 6, 2026 (the “Conditional Tender Offer”) and, to the extent any of the 2027 SCC Senior Secured Notes remain outstanding following the completion of the Conditional Tender Offer, to redeem in full any such outstanding 2027 SCC Senior Secured Notes.

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 New Notes, will have priority over the 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 secured basis (the “Note Guarantees”). Neither Melco Resorts & Entertainment Limited nor SCIHL will be a guarantor for the New 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 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 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

What did Studio City (MSC) announce regarding a new debt offering?

Studio City Company Limited announced pricing of an international offering of US$300 million in 6.125% senior secured notes due 2031. The notes were priced at 100% of principal and will be senior secured obligations of Studio City Company with specified guarantees.

How will Studio City (MSC) use the proceeds from the 6.125% senior secured notes?

Studio City Company intends to use the net proceeds, together with cash on hand, to repurchase any and all outstanding 7.00% senior secured notes due 2027 via a conditional cash tender offer, and then redeem in full any remaining 2027 notes still outstanding afterward.

What are the key terms of Studio City’s new 6.125% senior secured notes due 2031?

The New Notes total US$300 million in aggregate principal amount, bear interest at 6.125%, and mature in 2031. They were priced at 100% and are proposed to be senior secured obligations of Studio City Company with senior secured guarantees from Studio City Investments Limited and certain subsidiaries.

Who guarantees Studio City’s new senior secured notes and who does not?

The New Notes are proposed to be guaranteed on a senior secured basis by Studio City Investments Limited and all its existing subsidiaries other than Studio City Company. Neither Melco Resorts & Entertainment Limited nor Studio City International Holdings Limited will be guarantors of the New Notes.

How and where are Studio City’s new senior secured notes being offered?

The New Notes and related guarantees are being offered in the United States to qualified institutional buyers under Rule 144A and outside the United States to non‑US persons under Regulation S. They are not registered under the U.S. Securities Act and may only be sold under applicable exemptions.

What is the relationship between the new 2031 notes and Studio City’s 2027 senior secured notes?

Studio City Company plans to use net proceeds from the new 6.125% notes, plus cash on hand, to fund a conditional cash tender offer for any and all outstanding 7.00% senior secured notes due 2027 and then redeem in full any 2027 notes that remain after the tender offer.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 9.2 KB