FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a–16 OR 15d–16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2019

Commission File Number: 001-33178

MELCO RESORTS & ENTERTAINMENT LIMITED

36^th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20–F or Form 40–F. Form 20-F  ☒ Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3–2(b) under the Securities Exchange Act of 1934. Yes  ☐ No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3–2(b): 82– N/A

MELCO RESORTS & ENTERTAINMENT LIMITED

Form 6–K

TABLE OF CONTENTS

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 25, 2019

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EXHIBIT INDEX

Exhibit 99.1

Explanatory Note

Melco Resorts Finance Limited’s Quarterly Report

for the Three and Nine Months Ended September 30, 2019

This quarterly report serves to provide holders of Melco Resorts Finance Limited’s US$1,000,000,000 4.875% senior notes due 2025 (the “2025 Senior Notes”) with Melco Resorts Finance Limited’s unaudited condensed consolidated financial statements, comprising condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows, for the three and nine months ended September 30, 2019, together with related information, pursuant to the terms of the indenture, dated June 6, 2017, relating to the 2025 Senior Notes. Melco Resorts Finance Limited is a wholly-owned subsidiary of Melco Resorts & Entertainment Limited.

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Melco Resorts Finance Limited

Report for the Third Quarter of 2019

TABLE OF CONTENTS

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INTRODUCTION

In this quarterly report, unless otherwise indicated:

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This quarterly report includes our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2019.

Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current expectations and projections. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. We operate in a heavily regulated and evolving industry and have a highly leveraged business model. Moreover, we operate in Macau’s gaming sector, a market with intense competition, and therefore new risk factors may emerge from time to time. It is not possible for our management to predict all risk factors, nor can we assess the impact of these factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) growth of the gaming market and visitations in Macau, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, (v) gaming authority and other governmental approvals and regulations, and (vi) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

The forward-looking statements made in this quarterly report relate only to events or information as of the date on which the statements are made in this quarterly report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this quarterly report with the understanding that our actual future results may be materially different from what we expect.

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GLOSSARY

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EXCHANGE RATE INFORMATION

The majority of our current revenues are denominated in H.K. dollars, while our current expenses are denominated predominantly in Patacas and H.K. dollars, and in connection with a portion of our indebtedness and certain expenses, in U.S. dollars. The non-financial pages of this quarterly report include all translations from H.K. dollars to U.S. dollars and from U.S. dollars to H.K. dollars at a rate of HK$7.8410 to US$1.00, unless otherwise noted.

The H.K. dollar is freely convertible into other currencies (including the U.S. dollar). Since October 17, 1983, the H.K. dollar has been officially linked to the U.S. dollar at the rate of HK$7.80 to US$1.00. The market exchange rate has not deviated materially from the level of HK$7.80 to US$1.00 since the peg was first established. However, in May 2005, the Hong Kong Monetary Authority broadened the trading band from the original rate of HK$7.80 per U.S. dollar to a rate range of HK$7.75 to HK$7.85 per U.S. dollar. The Hong Kong government has stated its intention to maintain the link at that rate, and, acting through the Hong Kong Monetary Authority, has a number of means by which it may act to maintain exchange rate stability. However, no assurance can be given that the Hong Kong government will maintain the link at HK$7.75 to HK$7.85 per U.S. dollar or at all.

The noon buying rate on September 30, 2019 in New York City for cable transfers in H.K. dollars for U.S. dollars, provided in the H.10 weekly statistical release of the Federal Reserve Board of the United States as certified for customs purposes by the Federal Reserve Bank of New York, was HK$7.8401 to US$1.00. On November 15, 2019, the noon buying rate was HK$7.8261 to US$1.00. We make no representation that any H.K. dollar or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or H.K. dollars, as the case may be, at any particular rate or at all.

The Pataca is pegged to the H.K. dollar at a rate of HK$1.00 = MOP1.03. All translations from Pataca to U.S. dollar in the non-financial pages of this quarterly report were made at the exchange rate of MOP8.0762 = US$1.00. The Federal Reserve Bank of New York does not certify for customs purposes a noon buying rate for cable transfers in Pataca.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in connection with our unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2018. Our unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2018, except for the adoption of Accounting Standards Codification 842, Leases (Topic 842) (“New Leases Standard”) on January 1, 2019 under the modified retrospective method. Amounts for the periods beginning on or after January 1, 2019 are presented under the New Leases Standard, while prior period amounts are not adjusted and continue to be reported in accordance with the previous basis. The historical results are not necessarily indicative of the results of operations to be expected in the future. Certain statements in this “Financial Condition and Results of Operations” are forward-looking statements.

Summary of Financial Results

For the third quarter of 2019, our total operating revenues were US$1.30 billion, an increase of 19.0% from US$1.09 billion of total operating revenues for the third quarter of 2018. The increase in total operating revenues was primarily attributable to increased casino revenues generated from City of Dreams and Altira Macau, partially offset by decreased casino revenues generated from the operations of Studio City Casino by our subsidiary, Melco Resorts Macau, the gaming subconcessionaire. Net income from Studio City Casino gaming operations are reimbursed to Studio City Entertainment pursuant to the Services and Right to Use Arrangements. Such reimbursement is included in general and administrative expenses.

Net income for the third quarter of 2019 was US$93.0 million, compared to US$24.7 million for the third quarter of 2018. The increase in profitability was primarily attributable to better performance at City of Dreams and Altira Macau, partially offset by higher interest expenses from the issuance of the 2026 Senior Notes in April 2019 and the 2027 Senior Notes in July 2019 and higher net foreign exchange losses in the third quarter of 2019.

The following summarizes the results of our operations:

Results of Operations

City of Dreams Third Quarter Results

For the quarter ended September 30, 2019, total operating revenues at City of Dreams were US$816.1 million compared to US$631.7 million in the third quarter of 2018. The increase in total operating revenues was primarily attributable to better performance in the rolling chip and mass market table games segments.

Rolling chip volume was US$17.2 billion for the third quarter of 2019 versus US$12.3 billion in the third quarter of 2018. The rolling chip win rate was 2.69% in the third quarter of 2019 versus 2.45% in the third quarter of 2018. The expected rolling chip win rate range is 2.85% - 3.15%.

Mass market table games drop increased to US$1.41 billion in the third quarter of 2019 compared with US$1.34 billion in the third quarter of 2018. The mass market table games hold percentage was 33.2% in the third quarter of 2019 compared to 27.8% in the third quarter of 2018.

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Gaming machine handle for the third quarter of 2019 was US$1.21 billion, compared with US$1.12 billion in the third quarter of 2018. The gaming machine win rate was 3.1% in the third quarter of 2019 versus 4.3% in the third quarter of 2018.

Total non-gaming revenue at City of Dreams in the third quarter of 2019 was US$129.5 million, compared with US$127.8 million in the third quarter of 2018.

Altira Macau Third Quarter Results

For the quarter ended September 30, 2019, total operating revenues at Altira Macau were US$114.1 million compared to US$90.3 million in the third quarter of 2018. The increase in total operating revenues was primarily a result of better performance in all gaming segments.

Rolling chip volume was US$4.05 billion in the third quarter of 2019 versus US$5.48 billion in the third quarter of 2018. The rolling chip win rate was 3.62% in the third quarter of 2019 versus 2.39% in the third quarter of 2018. The expected rolling chip win rate range is 2.85% - 3.15%.

In the mass market table games segment, drop was US$154.2 million in the third quarter of 2019 versus US$130.8 million in the third quarter of 2018. The mass market table games hold percentage was 21.6% in the third quarter of 2019 compared with 18.2% in the third quarter of 2018.

Gaming machine handle for the third quarter of 2019 was US$79.4 million, compared with US$33.7 million in the third quarter of 2018. The increase was primarily due to an increase in the average number of gaming machines to 178 in the third quarter of 2019, compared to 128 in the third quarter of 2018. The gaming machine win rate was 4.2% in the third quarter of 2019 versus 5.6% in the third quarter of 2018.

Total non-gaming revenue at Altira Macau in the third quarter of 2019 was US$6.9 million, compared with US$7.0 million in the third quarter of 2018.

Mocha Clubs Third Quarter Results

Total operating revenues from Mocha Clubs totaled US$29.6 million in the third quarter of 2019 as compared to US$28.5 million in the third quarter of 2018.

Gaming machine handle for the third quarter of 2019 was US$633.6 million, compared with US$616.9 million in the third quarter of 2018. The gaming machine win rate was 4.7% for both quarters ended September 30, 2019 and 2018.

Other Factors Affecting Third Quarter Earnings

Total net non-operating expenses for the third quarter of 2019 were US$57.7 million, which mainly included interest expenses of US$36.8 million and net foreign exchange losses of US$20.5 million, compared to total net non-operating expenses of US$19.7 million for the third quarter of 2018, which mainly included interest expenses of US$19.1 million.

Nine Months’ Results

For the nine months ended September 30, 2019, our total operating revenues were US$3.82 billion compared to US$3.35 billion for the nine months ended September 30, 2018. The increase in total operating revenues was primarily attributable to increased casino revenues generated from City of Dreams and Altira Macau, as well as higher non-gaming revenue as a result of the opening of Morpheus in June 2018, partially offset by decreased casino revenues generated from the operations of Studio City Casino by our subsidiary, Melco Resorts Macau, the gaming subconcessionaire.

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Net income for the nine months ended September 30, 2019 was US$337.7 million, compared with net income of US$245.3 million in the comparable period of 2018. The increase in profitability was primarily attributable to better performance at City of Dreams and lower pre-opening costs in the nine months ended September 30, 2019, partially offset by higher depreciation and amortization expenses from the opening of Morpheus in June 2018, higher interest expenses from the additional drawdown of the 2015 Credit Facilities in the second half of 2018, the issuance of the 2026 Senior Notes in April 2019 and the 2027 Senior Notes in July 2019, the cessation of capitalized interest in June 2018 following the opening of Morpheus and higher net foreign exchange losses.

Liquidity and Capital Resources

We have relied and intend to rely on cash generated from our operations and debt and equity financings to meet our financing needs and repay our indebtedness, as the case may be. We expect to have significant capital expenditures in the future as we continue to develop our properties. Any other future developments may be subject to further financing and a number of other factors, many of which are beyond our control.

As of September 30, 2019, we held cash and cash equivalents of US$724.2 million and the HK$5.52 billion (equivalent to approximately US$704 million) revolving credit facility under the 2015 Credit Facilities was available for future drawdowns, subject to satisfaction of certain conditions precedent. Further, the 2015 Credit Facilities includes an incremental facility of up to US$1.3 billion to be made available upon further agreement with any of the existing lenders under the 2015 Credit Facilities or with other entities.

Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated:

Operating Activities

Operating cash flows are generally affected by changes in operating income and accounts receivable related to VIP table games play and hotel operations conducted on a cash and credit basis and the remainder of the business, including mass market table games play, gaming machine play, food and beverage, and entertainment that are conducted primarily on a cash basis.

Net cash provided by operating activities was US$171.6 million for the third quarter of 2019, compared to net cash provided by operating activities of US$166.3 million for the third quarter of 2018. The change was attributable to higher contribution of cash from operations, partially offset by increased working capital needed for operations.

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Net cash provided by operating activities was US$290.1 million for the nine months ended September 30, 2019, compared to net cash provided by operating activities of US$515.8 million for the nine months ended September 30, 2018. The change was attributable to increased working capital needed for operations, partially offset by higher contribution of cash from operations.

Investing Activities

Net cash used in investing activities was US$55.7 million for the third quarter of 2019, compared to US$486.2 million for the third quarter of 2018. The change was primarily due to an advance to an affiliated company in the third quarter of 2018 and a decrease in capital expenditure payments during the third quarter of 2019.

Net cash used in investing activities of US$55.7 million for the third quarter of 2019 mainly included capital expenditure payments of US$45.7 million and deposits for acquisition of property and equipment of US$10.7 million.

Net cash used in investing activities of US$486.2 million for the third quarter of 2018 mainly included an advance to an affiliated company of US$390.9 million and capital expenditure payments of US$91.1 million.

Our total capital expenditure payments for the third quarter of 2019 were US$45.7 million, compared to US$91.1 million for the third quarter of 2018. Such capital expenditures for both periods were mainly associated with our development projects as well as enhancement to our integrated resort offerings.

Net cash used in investing activities was US$725.8 million for the nine months ended September 30, 2019, compared to US$689.4 million for the nine months ended September 30, 2018. The change was primarily due to an increase in advances to affiliated companies (including the advances to an affiliate for its Crown Acquisition as defined below), partially offset by a decrease in capital expenditure payments, as well as repayment of loan to an affiliated company and repayment of advance to an affiliated company during the nine months ended September 30, 2019.

Net cash used in investing activities of US$725.8 million for the nine months ended September 30, 2019 mainly included advances to affiliated companies of US$630.9 million (including advances to an affiliate of AUD879.8 million (approximately US$608.2 million) in June 2019 for the affiliate’s acquisition of approximately 9.99% ownership interest in Crown Resorts Limited (the “Crown Acquisition”)), capital expenditure payments of US$120.9 million and deposits for acquisition of property and equipment of US$18.3 million, partially offset by repayment of loan to an affiliated company of US$23.5 million and repayment of advance to an affiliated company of US$20.0 million.

Net cash used in investing activities of US$689.4 million for the nine months ended September 30, 2018 mainly included an advance to an affiliated company of US$390.9 million, capital expenditure payments of US$270.0 million and deposits for acquisition of property and equipment of US$23.7 million.

Our total capital expenditure payments for the nine months ended September 30, 2019 were US$120.9 million, compared to US$270.0 million for the nine months ended September 30, 2018. Such capital expenditures for both periods were mainly associated with our development projects, including Morpheus which opened in June 2018, as well as enhancement to our integrated resort offerings.

Financing Activities

Net cash used in financing activities amounted to US$39.1 million for the third quarter of 2019, which primarily represented the partial repayment of the revolving credit facility under the 2015 Credit Facilities of US$592.8 million, the scheduled repayment of the term loan under the 2015 Credit Facilities of US$11.2 million and dividend payment of US$83.0 million, partially offset by the issuance of US$600.0 million in aggregate principal amount of the 2027 Senior Notes and the proceed from the drawdown of the revolving credit facility under the 2015 Credit Facilities of US$50.0 million.

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Net cash provided by financing activities amounted to US$164.8 million for the third quarter of 2018, which primarily represented the proceeds from the partial drawdowns of the revolving credit facility under the 2015 Credit Facilities of US$390.9 million, partially offset by the dividend payment of US$216.0 million and the scheduled repayment of the term loan under the 2015 Credit Facilities of US$11.3 million.

Net cash provided by financing activities amounted to US$278.0 million for the nine months ended September 30, 2019, which primarily represented the proceeds from the drawdowns of the revolving credit facility under the 2015 Credit Facilities of US$550.2 million and the issuance of US$500.0 million in aggregate principal amount of the 2026 Senior Notes and the US$600.0 million in aggregate principal amount of the 2027 Senior Notes, partially offset by the partial repayment of the revolving credit facility under the 2015 Credit Facilities of US$1,100.6 million, the scheduled repayment of the term loan under the 2015 Credit Facilities of US$33.6 million and dividend payments of US$235.0 million.

Net cash provided by financing activities amounted to US$23.1 million for the nine months ended September 30, 2018, which primarily represented the proceeds from the partial drawdowns of the revolving credit facility under the 2015 Credit Facilities of US$390.9 million, partially offset by the dividend payments of US$340.0 million and the scheduled repayment of the term loan under the 2015 Credit Facilities of US$33.8 million.

Indebtedness

The following table presents a summary of our gross indebtedness as of September 30, 2019:

Apart from the scheduled repayment of the term loan under the 2015 Credit Facilities of US$11.2 million during the third quarter of 2019, other significant changes in our gross indebtedness during and subsequent to the third quarter of 2019 are summarized below:

On July 17, 2019, we issued US$600.0 million in aggregate principal amount of the 2027 Senior Notes, the net proceeds of which were used for partial repayment of the revolving credit facility under the 2015 Credit Facilities. On July 24, 2019, we repaid HK$4.64 billion (approximately US$593 million) in aggregate principal amount of the revolving credit facility under the 2015 Credit Facilities, together with accrued interest and associated costs, from the net proceeds of the 2027 Senior Notes and cash on hand.

On August 30, 2019, we drew down HK$392.5 million (approximately US$50 million) of the revolving credit facility under the 2015 Credit Facilities.

Recent Developments

On October 22, 2019 and November 6, 2019, the sole director of our company declared a dividend of US$83,194.68 per share and US$54,076.54 per share, respectively, totaling US$165.0 million to the Parent.

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Melco Resorts Finance Limited

Index To Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2019

F-1

Melco Resorts Finance Limited

Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars, except share and per share data)

F-2

Melco Resorts Finance Limited

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands of U.S. dollars)

F-3

Melco Resorts Finance Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands of U.S. dollars)

F-4