MLCO 20-F DEF-14A Report Dec. 31, 2018 | Alphaminr
Melco Resorts & Entertainment LTD
ALPHAMINR

MLCO 20-F Report ended Dec. 31, 2018

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosurePart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits

Exhibits

1.1 Amended and Restated Memorandum and Articles of Association adopted on March 29, 2017 (incorporated by reference to Exhibit 1.1 from our annual report onForm20-Fforthe fiscal year ended December31, 2016(FileNo. 001-33178),filedwith the SEC on April11, 2017) 2.1 Form of Registrants American Depositary Receipt (included in Exhibit 2.3) 2.2 Registrants Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 from our registration statement onFormF-1registrationstatement(FileNo.333-139088),asamended, initially filed with the SEC on December1, 2006) 2.3 Form of Deposit Agreement among the Company, the depositary and the holders and beneficial owners of the American depositary shares issued thereunder (incorporated by reference to Exhibit (a)from Amendment No.1 to our registration statement on Form F-6 (File No. 333-139159) filed with the SEC on November 29, 2011) 2.4 Deed of Variation and Amendment dated July 27, 2007 between our Company, Melco Leisure and Entertainment Group Limited, Melco International Development Limited, PBL Asia Investments Limited, Publishing and Broadcasting Limited and Crown Limited (incorporated by reference to Exhibit 4.11 from our registration statement onFormF-1(FileNo.333-146780),asamended, initially filed with the SEC on October18, 2007) 2.5 Form of Registration Rights Agreement among our Company, Melco Leisure and Entertainment Group Limited and PBL (incorporated by reference to Exhibit 4.10 from our registration statement onFormF-1(FileNo.333-139088),asamended, initially filed with the SEC on December1, 2006) 2.6 Indenture, dated November 26, 2012, among Studio City Finance Limited, certain subsidiaries of Studio City Finance Limited from time to time parties thereto, DB Trustees (Hong Kong) Limited, as trustee and collateral agent, Deutsche Bank Trust Company Americas, as principal paying agent, U.S. registrar and transfer agent, and Deutsche Bank Luxembourg S.A., as European registrar (incorporated by reference to Exhibit 2.10 from our annual report onForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.7 Pledge Agreement, dated November 26, 2012, by Studio City Finance Limited in favor of DB Trustees (Hong Kong) Limited as collateral agent (incorporated by reference to Exhibit 2.11 from our annual report onForm20-F forthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.8 Pledge Over Accounts, dated November 26, 2012, among Studio City Finance Limited, DB Trustees (Hong Kong) Limited as collateral agent and Bank of China Limited, Macau Branch as escrow agent and note disbursement agent (incorporated by reference to Exhibit 2.12 from our annual report onForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.9 Escrow Agreement, dated November 26, 2012, among Studio City Finance Limited, DB Trustees (Hong Kong) Limited as trustee and collateral agent and Bank of China Limited, Macau Branch as escrow agent (incorporated by reference to Exhibit 2.13 from our annual report onForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.10 Intercompany Note, dated November 26, 2012, issued by Studio City Investments Limited (incorporated by reference to Exhibit 2.14 from our annual report onForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.11 Note Disbursement and Account Agreement, dated November 26, 2012, among Studio City Finance Limited, Studio City Company Limited as borrower, DB Trustees (Hong Kong) Limited as trustee and collateral agent and Bank of China Limited, Macau Branch as note disbursement agent (incorporated by reference to Exhibit 2.15 from our annual report onForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.12 Senior Term Loan and Revolving Facilities Agreement, dated January 28, 2013, among Studio City Investments Limited, Studio City Company Limited, certain guarantors as specified therein, Australia and New Zealand Banking Group Limited, Bank of America, N.A., Bank of China Limited, Macau Branch, Citigroup Global Markets Asia Limited, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG, Hong Kong Branch, Industrial and Commercial Bank of China (Macau) Limited and UBS AG Hong Kong Branch as bookrunner mandated lead arrangers, certain other entities as specified therein as mandated lead arranger, lead arrangers, arranger, senior managers and managers, certain financial institutions as lenders, Deutsche Bank AG, Hong Kong Branch as facility agent, Industrial and Commercial Bank of China (Macau) Limited as agent and security trustee, disbursement agent and agent for the agent and security trustee and Bank of China Limited, Macau Branch as issuing bank (incorporated by reference to Exhibit 2.16 from our annual report onForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.13 Amendment Agreement, dated March 1, 2013, between Studio City Investments Limited and Deutsche Bank AG, Hong Kong Branch as facility agent, relating to a senior facilities agreement dated January28, 2013 (incorporated by reference to Exhibit 2.18 from our annual reportonForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 2.14 Loan Agreement dated December 23, 2013, among MCO (Philippines) Investments Limited as lender, Melco Resorts Leisure as borrower and MRP and certain of its subsidiaries from time to time as guarantors, in respect of a term loan facility by the lender to the borrower in the amount of up to US$ 340million (incorporated by reference to Exhibit 2.21 from our annual report onForm20-Fforthfiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April15, 2014) 2.15 Amended and Restated Shareholders Deed, dated December 14, 2016, entered into between Melco Leisure and Entertainment Group Limited, Melco International Development Limited, Crown Asia Investments Pty. Ltd., Crown Resorts Limited and the Company (incorporated by reference to Exhibit 99.1 of our current reportonForm6-K(FileNo.001-33178)furnishedwith the SEC on December19, 2016) 2.16 Amendment No. 1 and Joinder to Registration Rights Agreement among our Company, Crown Asia Investments Pty Ltd, Crown Resorts Limited, Melco Leisure and Entertainment Group Limited and Melco International Development Limited, dated as of February 9, 2017 (incorporated by reference to Exhibit 2.19 from our annual report onForm20-Fforthe fiscal year ended December31, 2016(FileNo. 001-33178),filedwith the SEC on April11, 2017) 2.17 Indenture among Studio City Company Limited, as issuer, Studio City Investments Limited, as parent guarantor, the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to 5.875% Senior Secured Notes due 2019 (incorporated by reference to Exhibit 99.2 from our registration statement onFormF-3(FileNo.333-215500),filedwith the SEC on December14, 2016) 2.18 Supplemental Indenture among Studio City Company Limited, Industrial and Commercial Bank of China (Macau) Limited, as the security agent, DB Trustees (Hong Kong) Limited, as the intercreditor agent and Deutsche Bank Trust Company Americas, as trustee, relating to 5.875% Senior Secured Notes due 2019 (incorporated by reference to Exhibit 99.3 from our registration statement onFormF-3(FileNo.333-215500),filedwith the SEC on December14, 2016) 2.19* Second Supplemental Indenture among Studio City Company Limited, Industrial and Commercial Bank of China (Macau) Limited, as the security agent, DB Trustees (Hong Kong) Limited, as the intercreditor agent, Deutsche Bank Trust Company Americas, as trustee, Studio City (HK) Two Limited, as a new guarantor, Studio City Investments Limited, as parent guarantor and the subsidiary guarantors parties thereto, relating to 5.875% Senior Secured Notes due 2019 2.20 Indenture among Studio City Company Limited, as issuer, Studio City Investments Limited, as parent guarantor, the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to 7.250% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 99.4 from our registration statement onFormF-3(FileNo.333-215500),filedwith the SEC on December14, 2016) 2.21 Supplemental Indenture among Studio City Company Limited, Industrial and Commercial Bank of China (Macau) Limited, as the security agent, DB Trustees (Hong Kong) Limited, as the intercreditor agent and Deutsche Bank Trust Company Americas, as the trustee, relating to 7.250% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 99.5 from our registration statement onFormF-3(FileNo.333-215500),filedwith the SEC on December14, 2016) 2.22* Second Supplemental Indenture among Studio City Company Limited, Industrial and Commercial Bank of China (Macau) Limited, as the security agent, DB Trustees (Hong Kong) Limited, as the intercreditor agent and Deutsche Bank Trust Company Americas, as the trustee, relating to 7.250% Senior Secured Notes due 2021 2.23 Intercreditor Agreement among Studio City Company Limited, the guarantors of the 5.875% Senior Secured Notes due 2019 and 7.250% Senior Secured Notes due 2021, the lenders and agent for Studio City Company Limiteds HK$233million revolving credit facility and HK$1million term loan facility, the security agent and intercreditor agent named therein, among others (incorporated by reference to Exhibit 99.6 from our registration statement onFormF-3(FileNo.333-215500),filedwith the SEC on December14, 2016) 2.24 Amendment No. 2 to Registration Rights Agreement among our Company, Crown Asia Investments Pty Ltd, Crown Resorts Limited, Melco Leisure and Entertainment Group Limited and Melco International Development Limited, dated as of May 15, 2017 (incorporated by reference to Exhibit 2.24 from our annual report on Form 20-F for the fiscal year ended December 31, 2017 (File No. 001-33178), filed with the SEC on April 12, 2018) 2.25 Indenture dated June 6, 2017 relating to Melco Resorts Finance Limiteds 4.875% Senior Notes due 2025 (incorporated by reference to Exhibit 2.25 from our annual report on Form 20-F for the fiscal year ended December 31, 2017 (File No. 001-33178), filed with the SEC on April 12, 2018) 2.26 Termination of Amended and Restated Shareholders Deed Relating to Melco Resorts & Entertainment Limited, dated May 8, 2017, entered into between Melco Leisure and Entertainment Group Limited, Melco International Development Limited, Crown Asia Investments Pty. Ltd., Crown Resorts Limited and the Company (incorporated by reference to Exhibit 2.26 from our annual report on Form 20-F for the fiscal year ended December 31, 2017 (File No. 001-33178), filed with the SEC on April 12, 2018) 2.27* Indenture among Studio City Finance Limited, as issuer, the subsidiary guarantors parties thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to 7.250% Senior Notes due 2024 4.1 Form of Indemnification Agreement with our directors and executive officers (incorporated by reference to Exhibit 10.1 from our registration statement onFormF-1(FileNo.333-139088),asamended, initially filed with the SEC on December1, 2006) 4.2 Form of Directors Agreement (incorporated by reference to Exhibit 10.2 from our registration statement on Form F-1 (File No. 333-139088), as amended, initially filed with the SEC on December 1, 2006) 4.3 Form of Employment Agreement between our Company and an executive officer (incorporated by reference to Exhibit 10.3 from our registration statement onFormF-1(FileNo.333-139088),asamended, initially filed with the SEC on December1, 2006) 4.4 English Translation of Subconcession Contract for operating casino games of chance or games of other forms in the Macau Special Administrative Region between Wynn Macau and PBL Macau, dated September8, 2006 (incorporated by reference to Exhibit 10.4 from our registration statement onFormF-1(FileNo.333-139088),asamended, initially filed with the SEC on December1, 2006) 4.5 English Translation of Order of the Secretary for Public Works and Transportation published in Macau Official Gazette no. 9 of March 1, 2006 (incorporated by reference to Exhibit 10.13 from our registration statement onFormF-1(FileNo.333-139088), asamended, initially filed with the SEC on December1, 2006) 4.6 2006 Share Incentive Plan, amended by AGM in May 2009 (incorporated by reference to Exhibit4.37 from our annual report onForm20-Fforthe fiscal year ended December31, 2009(FileNo.001-333178),filedwith the SEC on March31, 2010) 4.7 Trade Mark License dated November 30, 2006 between Crown Limited (now known as Crown Resorts Limited) and the Registrant as the licensee (incorporated by reference to Exhibit 10.24 from our registration statement onFormF-1(FileNo.333-139088),asamended, initially filed with the SEC on December1, 2006) 4.8 English Translation of the amended Order of Secretary for Public Works and Transportation published in Macau Official Gazette No. 25/2008 in relation to the City of Dreams Land Concession (incorporated by reference to Exhibit 4.30 from our annual report onForm20-Fforthe fiscal year ended December31, 2010(FileNo.001-33178)filedwith the SEC on April1, 2011) 4.9 Cooperation Agreement, dated October 25, 2012, among SM Investments Corporation, SM Land, Inc., SM Hotels Corporation, SM Commercial Properties, Inc., Belle Corporation, PremiumLeisure and Amusement, Inc., Melco Resorts Leisure, MPHIL Holdings No. 1 Corporation and MPHIL Holdings No.2 Corporation (incorporated by reference to Exhibit 4.36 from our annual report onForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 4.10 Contract of Lease, dated October 25, 2012, between Belle Corporation and Melco Resorts Leisure (incorporated by reference to Exhibit 4.37 from our annual reportonForm20-Fforthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 4.11 Closing Arrangement Agreement, dated October 25, 2012, among SM Investments Corporation, SM Land, Inc., SM Hotels Corporation, SM Commercial Properties, Inc., SM Development Corporation, Belle Corporation, PremiumLeisure and Amusement, Inc., Melco Resorts Leisure, MPHIL Holdings No. 1 Corporation, MPHIL Holdings No.2 Corporation, MCO Projects Limited and Melco Property Development Limited (incorporated by reference to Exhibit4.38 from our annual report onForm20-F forthe fiscal year ended December31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 4.12 Operating Agreement, dated March 13, 2013, among Belle Corporation, SM Investments Corporation, PremiumLeisure and Amusement, Inc., MPHIL Holdings No.2 Corporation, MPHIL Holdings No. 1 Corporation and Melco Resorts Leisure (incorporated by reference to Exhibit 4.42 from our annual report onForm20-Fforthe fiscal year ended December 31, 2012(FileNo.001-33178),filedwith the SEC on April18, 2013) 4.13 2011 Share Incentive Plan, as amended, approved at the extraordinary general meeting on December 4, 2016 (incorporated by reference to Exhibit 4.25 from our annual report onForm20-Fforthe fiscal year ended December31, 2016 (File No. 001-33178), filed with the SEC on April 11, 2017) 4.14 Seventh Amendment in Respect of the Senior Facilities Agreement, dated June 19, 2015, between Melco Resorts Macau, Deutsche Bank AG, Hong Kong Branch as agent and DB Trustees (Hong Kong) Limited as security agent (incorporated by reference to Exhibit 4.45 from our annual report onForm 20-Fforthe fiscal year ended December31, 2015(FileNo.001-33178),filedwith the SEC on April12, 2016) 4.15 Amendments, Waivers and Consent Request Letter, dated October 26, 2015, in connection with the Senior Term Loan and Revolving Facilities Agreement dated January 28, 2013 issued by Studio City Investments Limited and Studio City Company Limited, to Deutsche Bank AG, Hong Kong Branch as facility agent (incorporated by reference to Exhibit 4.46 from our annual reporton Form20-Fforthe fiscal year ended December31, 2015(FileNo.001-33178),filedwith the SEC on April12, 2016) 4.16 Supplemental Amendments, Waivers and Consent Request Letter, dated November 16, 2015, in connection with the Senior Term Loan and Revolving Facilities Agreement dated January 28, 2013 issued by Studio City Investments Limited and Studio City Company Limited, to Deutsche Bank AG, Hong Kong Branch as facility agent (incorporated by reference to Exhibit 4.47 from our annual report onForm20-Fforthe fiscal year ended December31, 2015(FileNo.001-33178),filed with the SEC on April12, 2016) 4.17 Amended and Restated Credit Agreement relating to Studio City Company Limiteds HK$233 million revolving credit facility and HK$1million term loan facility (incorporated by reference to Exhibit 99.7 from our registration statement onFormF-3(File No.333-215500),filedwith the SEC on December14, 2016) 4.18 Share Repurchase Agreement dated May 4, 2016 between the Registrant and Crown Asia Investments Pty Ltd. (incorporated by reference to Exhibit 99.8 from our registration statement onFormF-3(FileNo. 333-215500),filedwith the SEC on December14, 2016) 4.19 Purchase Agreement among Studio City Company Limited, as issuer, Studio City Investments Limited as parent guarantor, and subsidiary guarantors as specified therein regarding the 5.875% Senior Secured Notes due 2019 and the 7.250% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 99.10 from our registration statement onFormF-3(FileNo.333-215500),filed with the SEC on December14, 2016) 4.20 Underwriting Agreement, dated December 15, 2016, among the Company, Crown Asia Investments Pty Ltd, Deutsche Bank Securities Inc., UBS Securities LLC and Morgan Stanley& Co. LLC as underwriters and the dealers named therein (incorporated by reference to Exhibit 1.1 of our current reportonForm6-K(FileNo.001-33178)furnishedwith the SEC on December19,2016) 4.21 Underwriting Agreement, dated May 8, 2017, among the Company, Crown Asia Investments Pty Ltd, Deutsche Bank Securities Inc., UBS Securities LLC and Morgan Stanley& Co. LLC as underwriters (incorporated by reference to Exhibit1.1 of our current report onForm6-K(FileNo.001-33178)furnished with the SEC on May9, 2017) 4.22 Share Repurchase Agreement, dated May 8, 2017, among Melco Resorts & Entertainment Limited, Crown Asia Investments Pty. Ltd. and Crown Resorts Limited (incorporated by reference to Exhibit99.1 of our current report onForm6-K(FileNo.001-33178)furnished with the SEC on May9, 2017) 4.23 Purchase Agreement, dated May 25, 2017, among Melco Resorts Finance Limited, Australia and New Zealand Banking Group Limited, Merrill Lynch International, BOCI Asia Limited, Industrial and Commercial Bank of China (Asia) Limited and Industrial and Commercial Bank of China (Macau) Limited regarding the 4.875% Senior Notes due 2025 (incorporated by reference to Exhibit 4.35 from our annual report on Form 20-F for the fiscal year ended December 31, 2017 (File No. 001-33178), filed with the SEC on April 12, 2018) 4.24 Purchase Agreement, dated June 27, 2017, among Melco Resorts Finance Limited, Australia and New Zealand Banking Group Limited, Deutsche Bank AG Singapore Branch, BOCI Asia Limited, Industrial and Commercial Bank of China (Asia) Limited and Industrial and Commercial Bank of China (Macau) Limited regarding the 4.875% Senior Notes due 2025 (incorporated by reference to Exhibit 4.36 from our annual report on Form 20-F for the fiscal year ended December 31, 2017 (File No. 001-33178), filed with the SEC on April 12, 2018) 4.25* Amended and Restated Shareholders Agreement, entered into among MCO Cotai Investments Limited, New Cotai, LLC, the Company and SCI in relation to SCI 4.26 Management Agreement dated August 30, 2008 between Melco Crown COD (GH) Hotel Limited and Hyatt of Macau Ltd (incorporated by reference to Exhibit 4.21 from our annual report on Form20-F for the fiscal year ended December 31, 2008 (File No. 001-33178), filed with the SEC on March 31, 2009) 8.1* List of Significant Subsidiaries 12.1* CEO Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 12.2* CFO Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 13.1* CEO Certification Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 13.2* CFO Certification Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 15.1* Consent of Walkers (Hong Kong) 15.2* Consent of Ernst& Young 15.3* Consent of Deloitte Touche Tohmatsu