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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 2018
Commission File Number: 001-33178
MELCO RESORTS & ENTERTAINMENT LIMITED
36th 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
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MELCO RESORTS & ENTERTAINMENT LIMITED
Form 6–K
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Explanatory Note
Melco Resorts & Entertainment Limited’s subsidiary, Melco Resorts and Entertainment (Philippines) Corporation, the shares of which are listed on the Philippine Stock Exchange, filed a report with the Philippine Securities and Exchange Commission dated May 18, 2018, a copy of which is appended to this Form 6-K.
Safe Harbor Statement
This report contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Melco Resorts & Entertainment Limited (the “Company”) may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s 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 and the Philippines, (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. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this report is as of the date of this report, and the Company undertakes no duty to update such information, except as required under applicable law.
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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 | ||
| By: | /s/ Stephanie Cheung | |
| Name: | Stephanie Cheung | |
| Title: | Chief Legal Officer and Company Secretary | |
Date: May 18, 2018
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 99.1 | Melco Resorts and Entertainment (Philippines) Corporation Company Disclosure filed with the Philippine Securities and Exchange Commission |
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
| 1. | May 18, 2018 |
Date of Report (Date of earliest event reported)
| 2. | SEC Identification Number CS58648 3. BIR Tax Identification No. 000-410-840-000 |
| 4. | MELCO RESORTS AND ENTERTAINMENT (PHILIPPINES) CORPORATION |
Exact name of issuer as specified in its charter
| 5. | PHILIPPINES 6. ☐ (SEC Use Only) |
Province, country or other jurisdiction of incorporation Industry Classification Code:
| 7. | Asean Avenue cor. Roxas Boulevard, Brgy. Tambo, Parañaque City 1701 |
Address of principal office Postal Code
| 8. | c/o (02) 691-8899 |
Issuer’s telephone number, including area code
| 9. | N/A |
Former name or former address, if changed since last report
| 10. | Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA |
| Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
| COMMON | 5,666,764,407
Outstanding Debt: PhP 7.5 billion Senior Note | |
| 11. | Indicate the item numbers reported herein: Item 9 – Other Events |
| SEC Form 17-C | 1 |
DISCLOSURE
Melco Resorts and Entertainment (Philippines) Corporation (the “Corporation”) hereby discloses that it has been notified by its controlling shareholder, Melco Resorts & Entertainment Limited (“Melco”), that representatives of Melco have had preliminary discussions with representatives of Premium Leisure Corp. (“PLC”) in relation to a potential transaction whereby PLC or its affiliated entities may become equity holders of the Corporation. Certain affiliated entities of PLC are currently parties to an operating agreement with Melco Resorts Leisure (PHP) Corporation, the subsidiary of the Corporation which operates the casino business of City of Dreams Manila.
Please note that there is no assurance that any transaction will occur and any transaction will be subject to entry into definitive agreements. As these discussions remain preliminary, there is no additional information to be reported by the Corporation at this time. The Corporation will comply with its disclosure obligations if any material changes to its business operations and development are to occur.
SIGNATURE
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MELCO RESORTS AND ENTERTAINMENT (PHILIPPINES) CORPORATION
By: /s/ Marissa T. Academia |
||
| MARISSA T. ACADEMIA Corporate Information Officer |
May 18, 2018 Date | |
| SEC Form 17-C | 2 |