SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a16 OR 15d16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2020
Commission File Number: 001-33178
MELCO RESORTS & ENTERTAINMENT LIMITED
36th Floor, The Centrium
60 Wyndham Street
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20F or Form 40F. 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 12g32(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 12g32(b): 82 N/A
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.
|MELCO RESORTS & ENTERTAINMENT LIMITED
|Geoffrey Davis, CFA
|Chief Financial Officer
Date: August 4, 2020
FOR IMMEDIATE RELEASE
Melco Resorts Finance Announces Pricing of 5.750% Senior Notes Offering
MACAU, Tuesday, August 4, 2020 - Melco Resorts Finance Limited (Melco Resorts Finance) announces that it has priced its international offering of 5.750% senior notes due 2028 (the Additional Notes). Melco Resorts Finance is a wholly-owned subsidiary of Melco Resorts & Entertainment Limited (Melco).
The offering consists of US$350 million aggregate principal amount of Additional Notes, priced at 101% of the principal amount plus accrued interest from July 21, 2020 to, but not including, the issue date of the Additional Notes. Melco Resorts Finance intends to use the net proceeds from the offering for general corporate purposes.
The Additional Notes are proposed to be senior obligations of Melco Resorts Finance, ranking equally with all of Melco Resorts Finances existing and future senior indebtedness and will constitute additional notes under the indenture, dated July 21, 2020 pursuant to which Melco Resorts Finance issued US$500 million aggregate principal amount of 5.750% Senior Notes due 2028 (the Original Notes) on July 21, 2020. The Additional Notes will be consolidated and form a single series with the Original Notes. Melco will not be a guarantor of the Additional Notes.
The Additional Notes are being offered and sold in the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act), and outside of the United States in reliance on Regulation S under the Securities Act. The Additional Notes will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state laws. Melco Resorts Finance does not intend to register any portion of the offering of the proposed Additional Notes in the United States.
Nothing in this press release constitutes an offer to buy, or a solicitation of an offer to sell, securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Melco Resorts Finances beliefs and expectations, are forward-looking statements. 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. All information provided in this press release is as of the date of this press release, and Melco Resorts Finance undertakes no duty to update such information, except as required under applicable law.
For investment community, please contact:
Director, Investor Relations
Tel: +852 2598 3619
For media enquiries, please contact:
Executive Director, Corporate Communications
Tel: +852 3151 3765