Studio City (MSC) completes 2027 notes tender and sets full redemption
Rhea-AI Filing Summary
Studio City Company Limited, a subsidiary of Studio City International Holdings, has completed the financing condition for its previously announced conditional cash tender offer for any and all of its 7.00% senior secured notes due 2027.
The offer expired at 5:00 p.m. New York City time on May 12, 2026, with US$196,421,000 aggregate principal amount of notes validly tendered and not withdrawn, settling on May 15, 2026. The company will cancel these notes and redeem the remaining US$153,579,000 of notes on June 5, 2026 at US$1,000 per US$1,000 principal amount, plus accrued interest and additional amounts, completing the retirement of this 2027 debt.
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Insights
Studio City is retiring its 7.00% 2027 secured notes through a tender and full redemption.
Studio City Company has satisfied the financing condition for its conditional cash tender offer for 7.00% senior secured notes due 2027. Holders tendered US$196,421,000 principal, which settled on May 15, 2026 at a consideration of US$1,001.25 per US$1,000 principal plus accrued interest.
After cancelling purchased notes, US$153,579,000 principal will remain and is scheduled for redemption on June 5, 2026 at par plus accrued interest and additional amounts. This sequence effectively eliminates the entire 2027 secured note maturity, which can reduce near-term refinancing risk and simplify the debt profile, though the economics of the replacement financing are not detailed here.
The tender and redemption follow the terms of an Offer to Purchase dated May 6, 2026. Future disclosures in company filings may clarify the impact of the new financing on interest costs and covenants.
Key Figures
Key Terms
Conditional Tender Offer financial
Financing Condition financial
senior secured notes financial
Offer to Purchase financial
redemption price financial
forward-looking statements regulatory
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
38th 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 15, 2026
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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 Satisfaction of Financing Condition for its Tender Offer for Any and All of Its 7.00% senior secured notes due 2027
MACAU, Friday, May 15, 2026 – Studio City Company Limited (“Studio City Company”) today announces that, in relation to 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, the Financing Condition set out in “Terms of the Offer—Conditions to the Offer” in the Offer to Purchase has been satisfied. The Conditional Tender Offer remains subject to certain other conditions set out in “Terms of the Offer—Conditions to the Offer” in the Offer to Purchase. 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 expired at 5:00 p.m., New York City time, on May 14, 2026 and no additional tenders were made pursuant to such procedures. At or prior to the Expiration Time, US$196,421,000 aggregate principal amount of the Notes were validly tendered (and not validly withdrawn).
The settlement date for the 2027 SCC Senior Secured Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Conditional Tender Offer was May 15, 2026 (the “Settlement Date”). The previously announced Notes Consideration was US$1,001.25 for each US$1,000 principal amount of consideration for the 2027 SCC Senior Secured Notes validly tendered and accepted for purchase, plus accrued and unpaid interest up to, but not including, the Settlement Date.
Studio City Company will arrange for cancellation of all the 2027 SCC Senior Secured Notes validly tendered and accepted for purchase following purchase by Studio City Company, and any 2027 SCC Senior Secured Notes not validly tendered will remain outstanding and accrue interest in accordance with their terms. Following the cancellation of validly tendered Notes, US$153,579,000 aggregate principal amount of the 2027 SCC Senior Secured Notes will remain outstanding. In accordance with the previously issued notice of conditional redemption, all of the 2027 SCC Senior Secured Notes that will remain outstanding will be redeemed 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 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.
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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 and the redemption. 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