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 May 2020

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: May 29, 2020

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EXHIBIT INDEX

Exhibit 99.1

Explanatory Note

Melco Resorts Finance Limited’s Quarterly Report

for the Three Months Ended March 31, 2020

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 months ended March 31, 2020, 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 First Quarter of 2020

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 months ended March 31, 2020.

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$7.7542 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 March 31, 2020 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$7.7513 to US$1.00. On May 15, 2020, the noon buying rate was HK$7.7511 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 MOP7.9868 = 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, 2019. 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 first quarter of 2020, our total operating revenues were US$0.72 billion, a decrease of 41.7% from US$1.24 billion of total operating revenues for the first quarter of 2019. The decrease in total operating revenues was primarily attributable to softer performance in all gaming segments and non-gaming operations at City of Dreams and Altira Macau, as well as decreased casino revenues generated from the operations of Studio City Casino by our subsidiary, Melco Resorts Macau, the gaming subconcessionaire, as a result of the temporary casino closure in Macau and enhanced quarantine and social distancing measures to mitigate the COVID-19 outbreak in the first quarter of 2020. 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 loss for the first quarter of 2020 was US$168.4 million, compared to net income of US$119.0 million for the first quarter of 2019. The decrease in profitability was primarily attributable to softer performance at City of Dreams and Altira Macau mentioned above, higher interest expenses and net foreign exchange losses in the first quarter of 2020.

The following summarizes the results of our operations:

Results of Operations

City of Dreams First Quarter Results

For the quarter ended March 31, 2020, total operating revenues at City of Dreams were US$497.8 million compared to US$745.3 million in the first quarter of 2019. The decrease in total operating revenues was primarily a result of a softer performance in the mass market table games and gaming machines segments, as well as lower non-gaming revenue.

Rolling chip volume was US$8.65 billion for the first quarter of 2020 versus US$10.25 billion in the first quarter of 2019. The rolling chip win rate was 4.11% in the first quarter of 2020 versus 3.42% in the first quarter of 2019. The expected rolling chip win rate range is 2.85% - 3.15%.

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Mass market table games drop decreased to US$0.57 billion in the first quarter of 2020 compared with US$1.32 billion in the first quarter of 2019. The mass market table games hold percentage was 33.7% in the first quarter of 2020 compared to 31.5% in the first quarter of 2019.

Gaming machine handle for the first quarter of 2020 was US$509.6 million, compared with US$980.4 million in the first quarter of 2019. The gaming machine win rate was 3.9% in the first quarter of 2020 versus 4.0% in the first quarter of 2019.

Total non-gaming revenue at City of Dreams in the first quarter of 2020 was US$76.1 million, compared with US$125.7 million in the first quarter of 2019.

Altira Macau First Quarter Results

For the quarter ended March 31, 2020, total operating revenues at Altira Macau were US$52.9 million compared to US$133.1 million in the first quarter of 2019. The decrease in total operating revenues was primarily a result of softer performance in all gaming segments.

Rolling chip volume was US$1.38 billion in the first quarter of 2020 versus US$4.96 billion in the first quarter of 2019. The rolling chip win rate was 4.48% in the first quarter of 2020 versus 3.81% in the first quarter of 2019. The expected rolling chip win rate range is 2.85% - 3.15%.

In the mass market table games segment, drop was US$64.4 million in the first quarter of 2020 versus US$139.2 million in the first quarter of 2019. The mass market table games hold percentage was 30.4% in the first quarter of 2020 compared with 22.4% in the first quarter of 2019.

Gaming machine handle for the first quarter of 2020 was US$39.1 million, compared with US$60.7 million in the first quarter of 2019. The gaming machine win rate was 2.5% in the first quarter of 2020 versus 5.1% in the first quarter of 2019.

Total non-gaming revenue at Altira Macau in the first quarter of 2020 was US$3.0 million, compared with US$6.7 million in the first quarter of 2019.

Mocha Clubs First Quarter Results

Total operating revenues from Mocha Clubs were US$18.0 million in the first quarter of 2020 compared to US$31.1 million in the first quarter of 2019.

Gaming machine handle for the first quarter of 2020 was US$385.9 million, compared with US$664.3 million in the first quarter of 2019. The gaming machine win rate was 4.7% in both the first quarters of 2020 and 2019.

Other Factors Affecting First Quarter Earnings

Total net non-operating expenses for the first quarter of 2020 were US$119.4 million, which mainly included interest expenses of US$42.3 million and net foreign exchange losses of US$76.2 million which mainly arose from the receivables from affiliated companies denominated in foreign currencies, compared to total net non-operating expenses of US$25.0 million for the first quarter of 2019, which mainly included interest expenses of US$25.7 million, partially offset by interest income of US$0.8 million.

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 March 31, 2020, we held cash and cash equivalents of US$550.7 million and the HK$7.80 billion (equivalent to approximately US$1.01 billion) 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.

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Following the entry into the 2020 Credit Facilities and the loan repayments and commitment cancellations of the 2015 Credit Facilities, HK$12.12 billion (equivalent to approximately US$1.56 billion) of the revolving credit facility under the 2020 Credit Facilities and a HK$1.0 million (equivalent to approximately US$129,000) revolving credit facility under the 2015 Credit Facilities are available for future drawdowns, subject to satisfaction of certain conditions precedent.

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 used in operating activities was US$317.5 million for the first quarter of 2020, compared to net cash used in operating activities of US$90.7 million for the first quarter of 2019. The change was primarily due to the softer performance of operations as described in the foregoing section.

Investing Activities

Net cash used in investing activities was US$45.9 million for the first quarter of 2020, compared to US$42.9 million for the first quarter of 2019. The change was primarily due to an increase in capital expenditure payments during the first quarter of 2020.

Net cash used in investing activities of US$45.9 million for the first quarter of 2020 mainly included capital expenditure payments of US$45.9 million.

Net cash used in investing activities of US$42.9 million for the first quarter of 2019 mainly included capital expenditure payments of US$42.9 million.

Our total capital expenditure payments for the first quarter of 2020 were US$45.9 million, compared to US$42.9 million for the first quarter of 2019. Such capital expenditures for both periods were mainly associated with our development projects as well as enhancement to our integrated resort offerings.

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Financing Activities

Net cash provided by financing activities amounted to US$256.6 million for the first quarter of 2020, which primarily represented the proceeds from the drawdown of the revolving credit facility under the 2015 Credit Facilities of US$251.5 million.

Net cash used in financing activities amounted to US$8.1 million for the first quarter of 2019, which primarily represented the scheduled repayment of the term loan under the 2015 Credit Facilities of US$11.2 million, partially offset by funds from an affiliated company of US$3.1 million.

Indebtedness

The following table presents a summary of our gross indebtedness as of March 31, 2020:

In March 2020, Melco Resorts Macau partially drew down HK$1.95 billion (equivalent to approximately US$251.5 million) from the revolving credit facility under the 2015 Credit Facilities.

On April 29, 2020, MCO Nominee One Limited entered into the 2020 Credit Facilities with a syndicate of banks.

On May 6, 2020, MCO Nominee One Limited drew down HK$2.73 billion (equivalent to approximately US$352.1 million) of the revolving credit facility under the 2020 Credit Facilities and, on May 7, 2020, used such proceeds to repay all outstanding loan amounts under the 2015 Credit Facilities, together with accrued interest and associated costs, other than HK$1.0 million (equivalent to approximately US$129,000) which remained outstanding under the term loan facility.

Recent Developments

The COVID-19 outbreak continues to have a material effect on our operations, financial position and prospects during the second quarter of 2020.

Our operations continue to be impacted by significant travel bans, restrictions and quarantine requirements imposed by the governments in Macau, Hong Kong and certain provinces in China on nearly all visitors traveling to and from Macau. Additionally, health-related precautionary measures remain in place at all of our properties, which could impact visitation and customer spending.

As the disruptions from the COVID-19 outbreak are ongoing, any recovery from such disruptions will depend on future developments, such as the duration of travel and visa restrictions and customer sentiment, including the length of time before customers will resume traveling and participating in entertainment and leisure activities at high-density venues, all of which are highly uncertain.

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Melco Resorts Finance Limited

Index To Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2020

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