MGM China Holdings Limited has signed a purchase agreement on 6 May 2026 (New York time) with Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities (Asia Pacific) Limited to place US$750.00 million of 6.250% senior notes maturing on 15 May 2033.
The notes will be offered at par and settle on 13 May 2026. Interest is payable semi-annually on 15 May and 15 November, beginning 15 November 2026. They are unsecured, rank pari passu with the group’s existing senior unsecured debt—namely the US$750 million 5.875% notes due 2026, US$750 million 4.750% notes due 2027 and US$500 million 7.125% notes due 2031—and are structurally subordinated to obligations of subsidiaries.
Net proceeds are estimated at HK$5.80 billion (US$739.90 million) after underwriting discounts and expenses. Management intends to apply the funds to partially repay borrowings under the company’s revolving credit facility, with the capacity to re-draw the repaid amounts, and for general corporate purposes.
Key investor protections include: • Optional redemption: callable at a make-whole premium before 15 May 2029 and at declining premiums thereafter; up to 35% may be redeemed with equity-offering proceeds before that date. • Change-of-control put: holders may require repurchase at 101% of principal plus accrued interest. • Special put: a 100% repurchase right if gaming licences lapse or are materially modified, triggering a material adverse effect. • Additional covenants restrict mergers, consolidations and major asset sales; events of default align with customary high-yield documentation thresholds.
Listing is being sought on the Hong Kong Stock Exchange by way of debt issuance to professional investors only; an eligibility letter has been obtained. The offering will rely on Rule 144A/Reg S exemptions and will not be registered under the U.S. Securities Act.
Completion remains conditional on customary closing requirements, and the purchase agreement allows termination under specified circumstances. Shareholders and prospective investors are advised to exercise caution when dealing in MGM China securities.
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