金沙集团美股招股说明书(2026-05-05版)

We are offering (i) $500,000,000aggregate principal amount of5.300% Senior Notes due 2031(the “2031 notes”) and (ii)$500,000,000aggregate principal amount of5.650% Senior Notes due 2033(the “2033 notes” and, together with the 2031 notes, the “notes”).Interest on the notes will accrue fromMay 13, 2026 and be payable semi-annually onMay 15andNovember 15of each year, commencingonNovember 15, 2026, in the case of the 2031 notes, and on May 18 and November 18 of each year, commencing on November 18, 2026, in the caseof the 2033 notes. The 2031 notes will mature onMay 15, 2031and the 2033notes will mature on May 18, 2033. We may redeem the notes of each series in whole or in part at any time or from time to time at the applicable redemption prices described underthe heading “Description of Notes—Optional Redemption” in this prospectus supplement. The notes are subject to redemption requirements imposedby gaming authorities in jurisdictions where we operate. In the event of a change of control triggering event, we will be required to offer torepurchase the notes at 101% of the principal amount, plus accrued and unpaid interest to but not including the repurchase date. The notes will be our general senior unsecured obligations and will be equal in right of payment with our existing and future senior unsecuredindebtedness. The notes will be effectively subordinated to our existing and future secured obligations, to the extent of the value of the assets securingsuch obligations. The notes will not be obligations of, or guaranteed by, any of our subsidiaries. As a result, the notes will be structurally subordinatedto all existing and future indebtedness and other liabilities and preferred stock of our subsidiaries. See “Description of Notes—Brief Description ofthe Notes—Ranking.” The notes will not be listed on any securities exchange. There are currently no public markets for the notes. (1)Plus accrued interest, if any, fromMay 13, 2026 if settlement occurs after that date. Neither the Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is accurate or complete. Any representationto the contrary is a criminal offense. No gaming regulatory agency has passed upon the accuracy or adequacy of this prospectus supplementor the accompanying prospectus or the investment merits of the securities offered hereby. Any representation to the contrary is unlawful. We expect delivery of the notes to be made to investors on or aboutMay 13, 2026only in book-entry form through the facilities of TheDepository Trust Company (“DTC”), which will be theseventhbusiness day following the date of this prospectus supplement (this settlement cyclereferred to as “T+7”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary marketgenerally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wishto trade the notes more than one business day prior toMay 13, 2026 will be required, by virtue of the fact that the notes will initially settle in T+7, tospecify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notesduring such period should consult their own advisors. See “Underwriting (Conflicts of Interest)—Settlement.” Joint Book-Running Managers Barclays BNP PARIBAS Scotiabank TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESDESCRIPTION OF OTHER MATERIAL INDEBTEDNESSU.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCESTATEMENTS REGARDING FORWARD-LOOKING INFORMATIONTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF THE DEPOSITARY SHARESDESCRIPTION OF THE WARRANTSDESCRIPTION OF THE PURCHASE CONTRACTSDESCRIPTION OF THE UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Neither we nor the underwriters have authorized any other person to give any information not contained in or incorporated byreference into this prospectus supplement or the accompanying prospectus or in any free writing prospectus relating to this offeringprepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provideno assurance as to the reliability of, any other information that others may give you. This prospectus supplement and theaccompanying prospectus and any free writing prospectus relating to this offering prepared by or on be