6-K
STUDIO CITY INTERNATIONAL HOLDINGS Ltd (MSC)
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 |
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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
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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 |
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Studio City Company Announces Proposed Senior Secured Notes Offering
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 “NoteGuarantees”). 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 tobuy, 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 theSecurities Act.
SafeHarbor 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
Studio City Company Announces Tender Offer
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 SecuredNotes” 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 securitiesreferred 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 toregistration 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. 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 investmentcommunity, 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