Studio City (NYSE: MSC) plans secured notes sale and 2027 debt tender

Rhea-AI Filing Summary

Studio City International Holdings Limited, through subsidiary Studio City Company Limited, plans an international offering of new senior secured notes. Net proceeds, together with cash on hand, are intended to fund a conditional cash tender offer for any and all of its 7.00% senior secured notes due 2027.

Holders of the 2027 notes who tender by 5:00 p.m. New York City time on May 12, 2026, and are accepted, will receive US$1,001.25 per US$1,000 principal amount, in minimum denominations of US$200,000. Settlement is expected on May 15, 2026, subject to completion of the new notes offering.

Studio City Company has also issued a notice of conditional redemption for all remaining 2027 notes on June 5, 2026 at US$1,000 per US$1,000 principal amount plus accrued interest, also subject to the same financing condition.

Insights

Cross-border credit analyst

Studio City is refinancing its 2027 notes via a new secured bond.

Studio City Company Limited proposes new senior secured notes and a concurrent conditional cash tender for any and all of its 7.00% senior secured notes due 2027. The tender pays US$1,001.25 per US$1,000 principal, slightly above par, for early participation.

The transaction is subject to a financing condition that requires sufficient net proceeds from the new notes, together with cash on hand, to fund both the tender and a planned conditional redemption on June 5, 2026. This structure effectively aims to refinance the 2027 maturity while keeping liquidity use controlled.

Investor response to the tender before the May 12, 2026 expiration and final pricing terms on the new notes will determine the ultimate cost of debt and remaining 2027 balance. Actual impact on leverage and interest expense will depend on coupon levels and take-up of the offer.

Key Figures

Existing credit facility: US$30 million senior secured credit facilities Tender consideration: US$1,001.25 per US$1,000 principal Minimum tender size: US$200,000 +5 more

8 metrics

Existing credit facility US$30 million senior secured credit facilities Liabilities with priority on common collateral over proposed New Notes

Tender consideration US$1,001.25 per US$1,000 principal Price for 7.00% senior secured notes due 2027 validly tendered and accepted

Minimum tender size US$200,000 Minimum denomination of 2027 notes accepted, plus integral US$1,000 multiples

Redemption price US$1,000 per US$1,000 principal Conditional redemption of 2027 notes on June 5, 2026, plus accrued interest

Coupon on existing notes 7.00% senior secured notes Existing Studio City Company notes due 2027 subject to tender and redemption

Tender expiration 5:00 p.m. New York City time, May 12, 2026 Deadline for holders to tender 2027 notes, subject to terms in Offer to Purchase

Expected tender settlement May 15, 2026 Settlement date for conditional cash tender offer, subject to financing condition

Conditional redemption date June 5, 2026 Scheduled date for conditional redemption of all remaining 2027 notes

Key Terms

senior secured notes, Rule 144A, Regulation S, Conditional Tender Offer, +2 more

6 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.

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.

Conditional Tender Offer financial

"initiated a conditional cash tender offer for any and all of its outstanding 7.00% senior secured notes"

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.

Financing Condition financial

"conditional upon, among other things, the receipt ... sufficient to fund the Conditional Tender Offer and the redemption"

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.

Offer to Purchase regulatory

"subject to the terms and conditions set out in the Offer to Purchase, dated May 6, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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
Exhibit 99.2

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 6, 2026

3

Table of Contents

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Studio City Company Announces Proposed Senior Secured Notes Offering
Exhibit 99.2		Studio City Company Limited Announces Tender Offer for Any and All of Its 7.00% senior secured notes due 2027

4

Exhibit 99.1

FOR IMMEDIATE RELEASE

Studio City Company Announces Proposed Senior Secured Notes Offering

Macau, Wednesday, May 6, 2026 – 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

Exhibit 99.2

FOR IMMEDIATE RELEASE

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

MACAU, Wednesday, May 6, 2026 – 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 Studio City International (MSC) announcing in this Form 6-K?

Studio City International, via Studio City Company, proposes an international offering of new senior secured notes and a conditional cash tender offer for any and all of its 7.00% senior secured notes due 2027, as well as a related conditional redemption.

What are the key terms of Studio City Company’s tender offer for the 2027 notes?

The conditional cash tender offer covers any and all outstanding 7.00% senior secured notes due 2027. Holders tendering by 5:00 p.m. New York City time on May 12, 2026, and accepted, receive US$1,001.25 for each US$1,000 principal amount, in minimum US$200,000 denominations.

What financing condition applies to Studio City (MSC)’s tender offer and redemption?

Both the conditional tender offer and the announced conditional redemption depend on Studio City Company receiving sufficient net proceeds from a new notes offering, together with cash on hand, to fund note purchases, the redemption of remaining 2027 notes, and related fees and expenses.

When will settlement and potential redemption of Studio City’s 2027 notes occur?

Settlement of the conditional tender offer is expected on May 15, 2026, subject to the financing condition. Any remaining 7.00% senior secured notes due 2027 are subject to a conditional redemption scheduled for June 5, 2026, at par plus accrued and unpaid interest and additional amounts, if any.

How much will Studio City (MSC) pay per US$1,000 of 2027 notes in the tender offer?

For each US$1,000 principal amount of 7.00% senior secured notes due 2027 validly tendered and accepted, Studio City Company will pay US$1,001.25. Accepted notes must be in minimum denominations of US$200,000 and integral multiples of US$1,000 above that threshold.

What is the difference between the tender price and redemption price for the 2027 notes?

The conditional tender offer pays US$1,001.25 per US$1,000 principal amount of 2027 notes, slightly above par. The conditional redemption price is US$1,000 per US$1,000 principal, plus accrued and unpaid interest and additional amounts, if any, on the June 5, 2026 redemption date.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 STUDIO CITY COMPANY ANNOUNCES PROPOSED SENIOR SECURED NOTES OFFERING 9.5 KB
• EX-99.2 STUDIO CITY COMPANY ANNOUNCES TENDER OFFER 13.2 KB