Studio City International Holdings Ltd Files 20-F for Fiscal Year 2023

TL;DR

<b>Studio City International Holdings Ltd has filed its 2023 annual report (Form 20-F), detailing financial information and historical company name changes.</b>

AI Summary

STUDIO CITY INTERNATIONAL HOLDINGS Ltd (MSC) filed a Foreign Annual Report (20-F) with the SEC on March 22, 2024. The company filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. As of December 31, 2023, unamortized deferred financing costs related to the 2016 SC Revolving Credit Facility were $278. As of December 31, 2022, unamortized deferred financing costs related to the 2016 SC Revolving Credit Facility were $333. The filing includes data for fiscal years 2023, 2022, and 2021. The company was formerly known as Macau Studio City Resorts Ltd and Studio City International Holdings Ltd.

Why It Matters

For investors and stakeholders tracking STUDIO CITY INTERNATIONAL HOLDINGS Ltd, this filing contains several important signals. This filing provides investors with the latest financial performance and disclosures for Studio City International Holdings Ltd. The inclusion of specific deferred financing costs ($278 for 2023, $333 for 2022) offers insight into the company's debt management and associated expenses.

Risk Assessment

Risk Level: low — STUDIO CITY INTERNATIONAL HOLDINGS Ltd shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain immediate, significant new risks or material adverse events, but rather provides a comprehensive overview of the company's financial position as of December 31, 2023.

Analyst Insight

Review the detailed financial statements and risk factors within the 20-F filing to understand Studio City International Holdings Ltd's current operational and financial health.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-03-22 — Filing Date (Date of filing)
• $278 — Unamortized Deferred Financing Costs (As of December 31, 2023, related to 2016 SC Revolving Credit Facility)
• $333 — Unamortized Deferred Financing Costs (As of December 31, 2022, related to 2016 SC Revolving Credit Facility)

Key Players & Entities

• STUDIO CITY INTERNATIONAL HOLDINGS Ltd (company) — Filer name
• Macau Studio City Resorts Ltd (company) — Former company name
• Studio City International Holdings Ltd (company) — Former company name
• 2016 SC Revolving Credit Facility (company) — Financing detail
• $278 (dollar_amount) — Unamortized deferred financing costs as of December 31, 2023
• $333 (dollar_amount) — Unamortized deferred financing costs as of December 31, 2022

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-03-22: Filing Date — Date the 20-F form was officially submitted to the SEC.

Glossary

Form 20-F

An annual report required for foreign private issuers with the U.S. Securities and Exchange Commission. (Provides comprehensive financial and operational information for investors.)

Unamortized Deferred Financing Costs

Costs incurred when obtaining financing that have not yet been expensed. (Indicates ongoing costs associated with the company's debt, impacting profitability.)

Key Financial Figures

• $10,080,460,000 — s, comprising a term loan facility of HK$10,080,460,000 (equivalent to US$1.3 billion) and revo
• $1.3 billion — y of HK$10,080,460,000 (equivalent to US$1.3 billion) and revolving credit facility of HK$77
• $775,420,000 — ion) and revolving credit facility of HK$775,420,000 (equivalent to US$100 million), and whi
• $100 million — lity of HK$775,420,000 (equivalent to US$100 million), and which was amended, restated and e
• $234.0 million — facilities in an aggregate amount of HK$234.0 million (equivalent to US$30.0 million), which
• $30.0 million — nt of HK$234.0 million (equivalent to US$30.0 million), which consist of a HK$233.0 million (
• $233.0 million — US$30.0 million), which consist of a HK$233.0 million (equivalent to US$29.9 million) revolvi
• $29.9 million — of a HK$233.0 million (equivalent to US$29.9 million) revolving credit facility and a HK$1.0
• $1.0 million — lion) revolving credit facility and a HK$1.0 million (equivalent to US$0.1 million) term loa
• $0.1 million — y and a HK$1.0 million (equivalent to US$0.1 million) term loan facility, and which would ha
• $600,000,000 — 4 in an aggregate principal amount of US$600,000,000 issued by Studio City Finance on Februa
• $500,000,000 — 5 in an aggregate principal amount of US$500,000,000 issued by Studio City Finance on July 1
• $100.0 million — cash an aggregate principal amount of US$100.0 million of the outstanding 2025 Notes in Novemb
• $350,000,000 — 7 in an aggregate principal amount of US$350,000,000 issued by Studio City Company on Februa
• $1,100,000,000 — 9 in an aggregate principal amount of US$1,100,000,000 issued by Studio City Finance, of which

Filing Documents

• d481398d20f.htm (20-F) — 2937KB
• d481398dex81.htm (EX-8.1) — 7KB
• d481398dex121.htm (EX-12.1) — 10KB
• d481398dex122.htm (EX-12.2) — 10KB
• d481398dex131.htm (EX-13.1) — 4KB
• d481398dex132.htm (EX-13.2) — 4KB
• d481398dex971.htm (EX-97.1) — 30KB
• g481398g0314063314501.jpg (GRAPHIC) — 5KB
• g481398g70x70.jpg (GRAPHIC) — 183KB
• 0001193125-24-074558.txt (&nbsp;) — 11476KB
• msc-20231231.xsd (EX-101.SCH) — 89KB
• msc-20231231_cal.xml (EX-101.CAL) — 88KB
• msc-20231231_def.xml (EX-101.DEF) — 396KB
• msc-20231231_lab.xml (EX-101.LAB) — 533KB
• msc-20231231_pre.xml (EX-101.PRE) — 525KB
• d481398d20f_htm.xml (XML) — 1751KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 9

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 9

KEY INFORMATION

ITEM 3. KEY INFORMATION 10 A. [RESERVED] 12 B. CAPITALIZATION AND INDEBTEDNESS 12 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 12 D. RISK FACTORS 13

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 63 A. HISTORY AND DEVELOPMENT OF THE COMPANY 63 B. BUSINESS OVERVIEW 64 C. ORGANIZATIONAL STRUCTURE 91 D. PROPERTY, PLANT AND EQUIPMENT 92

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 92

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 92 A. OPERATING RESULTS 93 B. LIQUIDITY AND CAPITAL RESOURCES 99 C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. 104 D. TREND INFORMATION 104 E. CRITICAL ACCOUNTING ESTIMATES 105

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 109 A. DIRECTORS AND SENIOR MANAGEMENT 109 B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 112 C. BOARD PRACTICES 113 D. EMPLOYEES 118 E. SHARE OWNERSHIP 119 F. DISCLOSURE OF A REGISTRANT'S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION 119 i Table of Contents Page

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 120 A. MAJOR SHAREHOLDERS 120 B. RELATED PARTY TRANSACTIONS 121 C. INTERESTS OF EXPERTS AND COUNSEL 127

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 127 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 127 B. SIGNIFICANT CHANGES 128

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 128 A. OFFERING AND LISTING DETAILS B. PLAN OF DISTRIBUTION C. MARKETS D. SELLING SHAREHOLDERS E. DILUTION F. EXPENSES OF THE ISSUE

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 128 A. SHARE CAPITAL 128 B. MEMORANDUM AND ARTICLES OF ASSOCIATION 128 C. MATERIAL CONTRACTS 139 D. EXCHANGE CONTROLS 139 E. TAXATION 139 F. DIVIDENDS AND PAYING AGENTS 145 G. STATEMENT BY EXPERTS 145 H. DOCUMENTS ON DISPLAY 145 I. SUBSIDIARY INFORMATION 145 J. ANNUAL REPORT TO SECURITY HOLDERS 146

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 146

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 146 A. DEBT SECURITIES 146 B. WARRANTS AND RIGHTS 147 C. OTHER SECURITIES 147 D. AMERICAN DEPOSITARY SHARES 147 PART II 148

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 148

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 148 ii Table of Contents Page

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 149

[RESERVED]

ITEM 16. [RESERVED] 150

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 150

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 150

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 150

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 151

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 151

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 151

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 151

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 151

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 151

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 152

CYBERSECURITY

ITEM 16K. CYBERSECURITY 153 PART III 154

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 154

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 154

EXHIBITS

ITEM 19. EXHIBITS 155

SIGNATURES

SIGNATURES 160 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 iii Table of Contents INTRODUCTION In this annual report on Form 20-F, unless otherwise indicated: "2018 Project Facility" refers to the senior secured project facility, dated January 28, 2013 and as amended from time to time, entered into between, among others, Studio City Company, as borrower, and certain subsidiaries as guarantors, comprising a term loan facility of HK$10,080,460,000 (equivalent to US$1.3 billion) and revolving credit facility of HK$775,420,000 (equivalent to US$100 million), and which was amended, restated and extended by the 2021 Studio City Senior Secured Credit Facility; "2021 Studio City Senior Secured Credit Facility" refers to the facility agreement dated November 23, 2016 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the 2018 Project Facility to provide for senior secured credit facilities in an aggregate amount of HK$234.0 million (equivalent to US$30.0 million), which consist of a HK$233.0 million (equivalent to US$29.9 million) revolving credit facility and a HK$1.0 million (equivalent to US$0.1 million) term loan facility, and which would have matured on November 30, 2021, and was amended, restated and extended by the 2028 Studio City Senior Secured Credit Facility; "2024 Notes" refers to the 7.25% senior notes due 2024 in an aggregate principal amount of US$600,000,000 issued by Studio City Finance on February 11, 2019 and as to which no amount remains outstanding following the redemption of all remaining outstanding amounts in February 2021; "2024 Notes Tender Offer" refers to the conditional tender offer by Studio City Finance to purchase for cash any and all of the outstanding 2024 Notes, which commenced and settled in January 2021; "2025 Notes" refers to the 6.00% senior notes due 2025 in an aggregate principal amount of US$500,000,000 issued by Studio City Finance on July 15, 2020; "2025 Notes Tender Of

View Full Filing

View this 20-F filing on SEC EDGAR