Studio City (MSC) details 7.00% 2027 senior notes tender results

Rhea-AI Filing Summary

Studio City International Holdings Limited, through its subsidiary Studio City Company Limited, reports the results of a conditional cash tender offer for any and all of its 7.00% senior secured notes due 2027. As of the May 12, 2026 expiration, holders had validly tendered US$196,421,000 aggregate principal amount of these notes, with an additional US$1,500,000 subject to guaranteed delivery procedures.

Each US$1,000 principal amount of notes accepted for purchase will receive consideration of US$1,001.25, subject to conditions in the Offer to Purchase, including a financing condition. The company expects to accept all validly tendered notes and pay holders promptly after the expiration, with settlement expected on May 15, 2026.

Key Figures

Notes tendered: US$196,421,000 principal Guaranteed delivery amount: US$1,500,000 principal Tender consideration: US$1,001.25 per US$1,000 +4 more

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Notes tendered US$196,421,000 principal 7.00% senior secured notes due 2027 tendered by expiration on May 12, 2026

Guaranteed delivery amount US$1,500,000 principal Additional notes subject to guaranteed delivery procedures

Tender consideration US$1,001.25 per US$1,000 Cash paid for each US$1,000 principal amount accepted

Coupon rate 7.00% Interest rate on senior secured notes due 2027

Offer expiration time 5:00 p.m. New York time Expiration on May 12, 2026

Guaranteed delivery deadline 5:00 p.m. New York time Deadline on May 14, 2026

Expected settlement date May 15, 2026 Date company expects to pay tender consideration

Key Terms

conditional cash tender offer, guaranteed delivery procedures, Financing Condition, senior secured notes, +1 more

5 terms

conditional cash tender offer financial

"results of its previously announced conditional cash tender offer for any and all of its outstanding 7.00% senior secured notes"

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.

guaranteed delivery procedures financial

"Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase"

Guaranteed delivery procedures are a settlement arrangement that lets a buyer or seller complete a trade even when the actual shares or cash cannot be delivered immediately, by promising to provide them within a short, specified window. For investors this works like reserving and paying for an item that will be shipped later: it reduces the risk of a failed trade and allows participation in offerings or market trades despite paperwork or transfer delays, but it also means you should watch the final settlement date and counterparty obligations.

Financing Condition financial

"Subject to the conditions (including the Financing Condition) set out in “Terms of the Offer—Conditions to the Offer”"

Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.

senior secured notes financial

"any and all of its outstanding 7.00% senior secured notes due 2027"

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.

forward-looking statements regulatory

"This press release contains forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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 13, 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 Limited Announces Results of its Tender Offer for Any and All of its 7.00% senior secured notes due 2027

MACAU, Wednesday, May 13, 2026 – Studio City Company Limited (“Studio City Company”) today announces the results of its previously announced 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”) as further described in the Offer to Purchase dated May 6, 2026 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.

The Conditional Tender Offer expired at 5:00 p.m., New York City time, on May 12, 2026 (the “Expiration Time”). The deadline for delivery of Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is 5:00 p.m., New York City time, on May 14, 2026. At or prior to the Expiration Time, US$196,421,000 aggregate principal amount of the Notes were validly tendered (and not validly withdrawn) and an additional US$1,500,000 aggregate principal of the Notes were subject to the guaranteed delivery procedures.

The consideration for each US$1,000 principal amount of the 2027 SCC Senior Secured Notes validly tendered prior to the Expiration Time and accepted for purchase pursuant to the Conditional Tender Offer will be US$1,001.25. Subject to the conditions (including the Financing Condition) set out in “Terms of the Offer—Conditions to the Offer” in the Offer to Purchase having been satisfied or otherwise waived by Studio City Company, as the case may be, Studio City Company expects to accept for purchase all of the 2027 SCC Senior Secured Notes that were validly tendered (and not validly withdrawn) pursuant to the Conditional Tender Offer and pay the consideration to the Holders of the 2027 SCC Senior Secured Notes accepted for purchase in the Conditional Tender Offer promptly after the Expiration Time on the settlement date, which is expected to be on May 15, 2026.

The Conditional Tender Offer was made solely pursuant to the Offer to Purchase, which sets forth the complete terms of the Conditional Tender Offer. 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 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 was made solely by the Offer to Purchase.

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 did Studio City (MSC) announce in this Form 6-K?

Studio City reported results of a conditional cash tender offer for any and all of its 7.00% senior secured notes due 2027, disclosing amounts tendered, pricing, key dates, and remaining conditions tied to the offer.

How many 7.00% senior secured notes due 2027 were tendered?

Holders validly tendered US$196,421,000 aggregate principal amount of the 7.00% senior secured notes due 2027 by the May 12, 2026 expiration, with an additional US$1,500,000 in principal subject to the guaranteed delivery procedures described in the Offer to Purchase.

What consideration will holders receive for the 2027 Studio City notes?

For each US$1,000 principal amount of 2027 senior secured notes accepted, holders will receive US$1,001.25 in cash. This consideration applies to notes validly tendered and accepted under the conditional tender offer terms in the Offer to Purchase.

When did the Studio City conditional tender offer expire?

The conditional tender offer expired at 5:00 p.m., New York City time, on May 12, 2026. Notes may also be delivered under guaranteed delivery procedures, which have a separate deadline of 5:00 p.m., New York City time, on May 14, 2026.

When is settlement for the tendered 2027 Studio City notes expected?

Settlement is expected to occur on May 15, 2026. Subject to conditions, including a financing condition, Studio City Company expects to accept all validly tendered notes and pay the tender consideration to holders promptly after the expiration time.

Who is managing the Studio City 2027 notes tender offer?

Deutsche Bank AG, Singapore Branch is acting as dealer manager for the conditional tender offer, with support from its London and U.S. affiliates. Kroll Issuer Services Limited serves as tender and information agent, handling inquiries and documentation requests from noteholders.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 11.6 KB