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 November 2019
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|
|Name:||Geoffrey Davis, CFA|
|Title:||Chief Financial Officer|
Date: November 25, 2019
FOR IMMEDIATE RELEASE
Melco Resorts Finance Announces Proposed Senior Notes Offering
MACAU, Monday, November 25, 2019 - Melco Resorts Finance Limited (Melco Resorts Finance) announces that it proposes to conduct an international offering of senior notes (the New Notes), the net proceeds from which will be used to make a full repayment of the principal amount outstanding under the revolving credit facility and a partial prepayment of the principal amount outstanding under the term loan facility under the amended and restated credit facilities entered into by Melco Resorts (Macau) Limited, a subsidiary of Melco Resorts Finance, in 2015. Melco Resorts Finance is a wholly-owned subsidiary of Melco Resorts & Entertainment Limited (Melco).
The New Notes are proposed to be senior obligations of Melco Resorts Finance, ranking equally with all of Melco Resorts Finances existing and future senior indebtedness. Melco will not be a guarantor of the New Notes.
The interest rate and other terms of the New Notes will be determined at the time of pricing of the offering. Completion of the proposed offering of the New Notes is subject to market conditions and investor interest. As no binding agreement in relation to the proposed offering of the New Notes has been entered into as at the date of this press release, the proposed New Notes may or may not be issued.
The New Notes are being proposed to be 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 proposed New 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 New 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