MLCO 20-F DEF-14A Report Dec. 31, 2023 | Alphaminr
Melco Resorts & Entertainment LTD
ALPHAMINR

MLCO 20-F Report ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part I: Gender IdentityPart Ii: Demographic BackgroundItem 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 16. [reserved]Item 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 DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16J. Insider Trading PoliciesItem 16K. CybersecurityPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits

Exhibits

1.1 Amended and Restated Memorandum and Articles of Association adopted on March29, 2017 (incorporated by reference to Exhibit 1.1 from our annual report on Form20-Ffor the fiscal year ended December31, 2016 (FileNo.001-33178),filed with 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 on FormF-1registration statement (FileNo.333-139088),as amended, 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 FormF-6(File No.333-139159)filed with the SEC on November29, 2011) 2.4 Deed of Variation and Amendment dated July27, 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 on FormF-1(FileNo.333-146780),as amended, 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 on FormF-1(FileNo.333-139088),as amended, initially filed with the SEC on December1, 2006) 2.6 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 February9, 2017 (incorporated by reference to Exhibit 2.19 from our annual report on Form20-Ffor the fiscal year ended December31, 2016 (FileNo.001-33178),filed with the SEC on April11, 2017) 2.7 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 May15, 2017 (incorporated by reference to Exhibit2.24 from our annual report on Form20-Ffor the fiscal year ended December31, 2017 (FileNo.001-33178),filed with the SEC on April12, 2018) 2.8 Senior Term Loan and Revolving Facilities Agreement, dated January28, 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 on Form20-Ffor the fiscal year ended December31, 2012 (FileNo.001-33178),filed with the SEC on April18, 2013) 2.9 Amendment Agreement, dated March1, 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 report on Form20-Ffor the fiscal year ended December31, 2012 (FileNo.001-33178),filed with the SEC on April18, 2013) 2.10 Indenture dated June6, 2017 relating to Melco Resorts Finance Limiteds 4.875% 2025 Senior Notes (incorporated by reference to Exhibit 2.25 from our annual report on Form20-Ffor the fiscal year ended December31, 2017 (File No.001-33178),filed with the SEC on April12, 2018) 2.11 Indenture dated April26, 2019 relating to Melco Resorts Finance Limiteds 5.250% 2026 Senior Notes (incorporated by reference to Exhibit 2.28 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (File No.001-33178),filed with the SEC on March31, 2020) 2.12 Indenture dated July17, 2019 relating to Melco Resorts Finance Limiteds 5.625% 2027 Senior Notes (incorporated by reference to Exhibit 2.29 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (File No.001-33178),filed with the SEC on March31, 2020) 2.13 Indenture dated December4, 2019 relating to Melco Resorts Finance Limiteds 5.375% 2029 Senior Notes (incorporated by reference to Exhibit 2.30 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (File No.001-33178),filed with the SEC on March31, 2020) 2.14 Indenture dated July15, 2020 relating to Studio City Finance Limiteds 6.000% 2025 Studio City Notes (incorporated by reference to Exhibit 2.32 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (File No.001-33178),filed with the SEC on March31, 2021) 2.15 Indenture dated July15, 2020 relating to Studio City Finance Limiteds 6.500% 2028 Studio City Notes (incorporated by reference to Exhibit 2.33 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (File No.001-33178),filed with the SEC on March31, 2021) 2.16 Indenture dated July21, 2020 relating to Melco Resorts Finance Limiteds 5.750% 2028 Senior Notes (incorporated by reference to Exhibit 2.34 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (File No.001-33178),filed with the SEC on March31, 2021) 2.17 Indenture dated January14, 2021 relating to Studio City Finance Limiteds 5.000% 2029 Studio City Notes (incorporated by reference to Exhibit 2.35 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (File No.001-33178),filed with the SEC on March31, 2021) 2.18 Amended and Restated Credit Agreement relating to HK$233million revolving credit facility and HK$1million term loan facility dated March15, 2021, among Studio City Company Limited and certain of its subsidiaries and affiliates with Bank of China Limited, Macau Branch, among others (incorporated by reference to Exhibit 2.36 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (File No.001-33178),filed with the SEC on March31, 2021) 2.19 Senior Facilities Agreement, dated April29, 2020, entered into between, among others, MCO Nominee One Limited, as borrower, and Bank of China Limited, Macau Branch, Bank of Communications Co., Ltd. Macau Branch and Morgan Stanley Senior Funding, Inc., as joint global coordinators regarding the 2020 Credit Facilities (incorporated by reference to Exhibit 2.37 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (File No.001-33178),filed with the SEC on March31, 2021) 2.20 Description of Registrants Securities (incorporated herein by reference to Exhibit 2.20 from our annual report on Form20-Ffor the fiscal year ended December31, 2022 (File No.001-33178),filed with the SEC on March31, 2022) 2.21 Indenture relating to 7.000% senior notes due 2027 and dated February16, 2022, among Studio City Company Limited, as issuer, the guarantors parties thereto, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 2.24 from our annual report on Form20-Ffor the fiscal year ended December31, 2021 (File No.001-33178),filed with the SEC on March31, 2022) 2.22 Supplemental Indenture relating to 7.000% senior notes due 2027 and dated February16, 2022, 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 (incorporated by reference to Exhibit 2.25 from our annual report on Form20-Ffor the fiscal year ended December31, 2021 (File No.001-33178),filed with the SEC on March31, 2022) 2.23 Amendment and Restatement Agreement dated February7, 2022 (in respect of the Intercreditor Agreement originally dated December1, 2016) among Studio City Company Limited, the guarantors of the 7.000% senior secured notes due 2027, 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 2.26 from our annual report on Form20-Ffor the fiscal year ended December31, 2021 (File No.001-33178),filed with the SEC on March31, 2022) 2.24* Amendment and Restatement Agreement dated June29, 2023 (in respect of the Senior Facilities Agreement originally dated April29, 2020 regarding the 2020 Credit Facilities) among MCO Nominee One Limited, MCO Investments Limited, Melco Resorts Finance Limited, MCO International Limited, and Bank of China Limited, Macau Branch 4.1 Form of Indemnification Agreement with our directors and executive officers (incorporated by reference to Exhibit 10.1 from our registration statement on FormF-1(FileNo.333-139088),as amended, 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 FormF-1(File No.333-139088),as amended, initially filed with the SEC on December1, 2006) 4.3 Form of Employment Agreement between our Company and an executive officer (incorporated herein by reference to Exhibit 4.3 from our annual report on Form20-Ffor the fiscal year ended December31, 2022 (File No.001-33178),filed with the SEC on March31, 2022) 4.4 English Translation of Order of the Secretary for Public Works and Transportation published in Macau Official Gazette no. 9 of March1, 2006 (incorporated by reference to Exhibit 10.13 from our registration statement on FormF-1(FileNo.333-139088),as amended, initially filed with the SEC on December1, 2006) 4.5 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 on Form20-Ffor the fiscal year ended December31, 2010 (FileNo.001-33178)filed with the SEC on April1, 2011) 4.6 Cooperation Agreement, dated October25, 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 on Form20-Ffor the fiscal year ended December31, 2012 (FileNo.001-33178),filed with the SEC on April18, 2013) 4.7 Contract of Lease, dated October25, 2012, between Belle Corporation and Melco Resorts Leisure (incorporated by reference to Exhibit 4.37 from our annual report onForm20-Ffor the fiscal year ended December31, 2012 (FileNo.001-33178),filed with the SEC on April18, 2013) 4.8 Closing Arrangement Agreement, dated October25, 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 on Form20-Ffor the fiscal year ended December31, 2012 (FileNo.001-33178),filed with the SEC on April18, 2013) 4.9 Operating Agreement, dated March13, 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 on Form20-Ffor the fiscal year ended December31, 2012 (FileNo.001-33178),filed with the SEC on April18, 2013) 4.10 2011 Share Incentive Plan, as amended, approved at the extraordinary general meeting on December7, 2016 (incorporated by reference to Exhibit 4.25 from our annual report on Form20-Ffor the fiscal year ended December31, 2016 (File No.001-33178),filed with the SEC on April11, 2017) 4.11 Seventh Amendment in Respect of the Senior Facilities Agreement, dated June19, 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 on Form20-Ffor the fiscal year ended December31, 2015 (FileNo.001-33178),filed with the SEC on April12, 2016) 4.12 Amendments, Waivers and Consent Request Letter, dated October26, 2015, in connection with the Senior Term Loan and Revolving Facilities Agreement dated January28, 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 report on Form20-Ffor the fiscal year ended December31, 2015 (FileNo.001-33178),filed with the SEC on April12, 2016) 4.13 Supplemental Amendments, Waivers and Consent Request Letter, dated November16, 2015, in connection with the Senior Term Loan and Revolving Facilities Agreement dated January28, 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 on Form20-Ffor the fiscal year ended December31, 2015 (FileNo.001-33178),filed with the SEC on April12, 2016) 4.14 Amended and Restated Credit Agreement relating to Studio City Company Limiteds HK$233million revolving credit facility and HK$1million term loan facility (incorporated by reference to Exhibit 99.7 from our registration statement on FormF-3(FileNo.333-215500),filed with the SEC on December14, 2016) 4.15 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 on FormF-3(FileNo.333-215500),filed with the SEC on December14, 2016) 4.16 Purchase Agreement, dated May25, 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% 2025 Senior Notes (incorporated by reference to Exhibit4.35 from our annual report on Form20-Ffor the fiscal year ended December31, 2017 (FileNo.001-33178),filed with the SEC on April12, 2018) 4.17 Purchase Agreement, dated June27, 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% 2025 Senior Notes (incorporated by reference to Exhibit 4.36 from our annual report on Form20-Ffor the fiscal year ended December31, 2017 (FileNo.001-33178),filed with the SEC on April12, 2018) 4.18 Amended and Restated Shareholders Agreement, entered into among MCO Cotai Investments Limited, New Cotai, LLC, the Company and SCI in relation to SCI (incorporated by reference to Exhibit 4.25 from our annual report on Form20-Ffor the fiscal year ended December31, 2018 (FileNo.001-33178),filed with the SEC on March29, 2019) 4.19 Purchase Agreement, dated April17, 2019 among Melco Resorts Finance Limited, Deutsche Bank AG, Singapore Branch, Australia and New Zealand Banking Group Limited, Bank of Communications Co., Ltd Macau Branch, BOCI Asia Limited, Industrial and Commercial Bank of China (Macau) Limited and Mizuho Securities Asia Limited regarding the 5.250% 2026 Senior Notes (incorporated by reference to Exhibit 4.27 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (FileNo.001-33178),filed with the SEC on March31, 2020) 4.20 Purchase Agreement, dated June24, 2019, between Melco Resorts& Entertainment Limited and Melco International Development Limited regarding the acquisition of 75% equity interest in ICR Cyprus Holdings Limited from Melco International Development Limited (incorporated by reference to Exhibit 4.29 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (FileNo.001-33178),filed with the SEC on March31, 2020) 4.21 Purchase Agreement, dated July10, 2019 among Melco Resorts Finance Limited, Deutsche Bank AG, Singapore Branch, Australia and New Zealand Banking Group Limited, Bank of Communications Co., Ltd Macau Branch, BOCI Asia Limited, Industrial and Commercial Bank of China (Macau) Limited, Mizuho Securities Asia Limited and Morgan Stanley& Co. LLC regarding the 5.625% 2027 Senior Notes (incorporated by reference to Exhibit 4.30 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (FileNo.001-33178),filed with the SEC on March31, 2020) 4.22 Shareholders Agreement, dated July31, 2019, between The Cyprus Phassouri (Zakaki) Limited, MCO Europe Holdings (NL) B.V., ICR Cyprus Holdings Limited and Melco Resorts& Entertainment Limited relating to ICR Cyprus Holdings Limited (incorporated by reference to Exhibit 4.31 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (FileNo.001-33178),filed with the SEC on March31, 2020) 4.23 Purchase Agreement, dated November26, 2019 among Melco Resorts Finance Limited, Deutsche Bank AG, Singapore Branch, Morgan Stanley& Co. LLC, Australia and New Zealand Banking Group Limited, Bank of Communications Co., Ltd Macau Branch, BOCI Asia Limited, Industrial and Commercial Bank of China (Macau) Limited and Mizuho Securities Asia Limited and regarding the 5.375% 2029 Senior Notes (incorporated by reference to Exhibit 4.33 from our annual report on Form20-Ffor the fiscal year ended December31, 2019 (FileNo.001-33178),filed with the SEC on March31, 2020) 4.24 Supplemental Agreement, dated March22, 2021, to the Operating Agreement, dated March13, 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 4.35 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (FileNo.001-33178),filed with the SEC on March31, 2021) 4.25 Supplemental Agreement, dated March22, 2021, to the Contract of Lease, dated October25, 2012, between Belle Corporation and Melco Resorts Leisure (incorporated by reference to Exhibit 4.36 from our annual report on Form20-Ffor the fiscal year ended December31, 2020 (FileNo.001-33178),filed with the SEC on March31, 2021) 4.26 2021 Share Incentive Plan (incorporated by reference to Exhibit 4.5 from our registration statement on FormS-8(File No.333-261554),filed with the SEC on December9, 2021) 4.27 English Translation of the Provisions of the Concession Contract (incorporated by reference to Exhibit 99.3 from our Current Report on Form6-K(File No.001-33178),furnished with the SEC on December19, 2022) 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, Hong Kong 15.3* Consent of Ernst& Young LLP, Singapore 97.1* Compensation Recovery Policy