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 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):  ☐

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 27, 2020

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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, 2020

This quarterly report provides 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, 2020, together with the related information.

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Melco Resorts Finance Limited

Report for the Third 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 and nine months ended September 30, 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) the recent global pandemic of COVID-19, caused by a novel strain of the coronavirus, and the continued impact of its consequences on our business, our industry and the global economy, (ii) growth of the gaming market and visitations in Macau, (iii) capital and credit market volatility, (iv) local and global economic conditions, (v) our anticipated growth strategies, (vi) gaming authority and other governmental approvals and regulations, and (vii) 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$7.7500 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, 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$7.7500 to US$1.00. On November 20, 2020, the noon buying rate was HK$7.7525 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 MOP7.9825 = 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 third quarter of 2020, our total operating revenues were US$0.17 billion, a decrease of 87.2% from US$1.30 billion of total operating revenues for the third 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 COVID-19 pandemic, which resulted in a significant decline in inbound tourism in the third quarter of 2020. Net income/loss from Studio City Casino gaming operations are reimbursed to/from 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 third quarter of 2020 was US$203.4 million, compared to net income of US$93.0 million for the third quarter of 2019. The decrease in profitability was primarily attributable to softer performance at City of Dreams and Altira Macau mentioned above and higher interest expenses, partially offset by net foreign exchange gains in the third quarter of 2020.

The following summarizes the results of our operations:

Results of Operations

City of Dreams Third Quarter Results

For the quarter ended September 30, 2020, total operating revenues at City of Dreams were US$105.1 million, compared to US$816.1 million in the third quarter of 2019. The decrease in total operating revenues was primarily a result of softer performance in all gaming segments and lower non-gaming revenue.

Rolling chip volume was US$1.86 billion for the third quarter of 2020 versus US$17.18 billion in the third quarter of 2019. The rolling chip win rate was 3.34% in the third quarter of 2020, versus 2.69% in the third quarter of 2019. The expected rolling chip win rate range is 2.85% - 3.15%.

Mass market table games drop decreased to US$90.1 million in the third quarter of 2020, compared with US$1.41 billion in the third quarter of 2019. The mass market table games hold percentage was 38.1% in the third quarter of 2020, compared to 33.2% in the third quarter of 2019.

Gaming machine handle for the third quarter of 2020 was US$0.11 billion, compared with US$1.21 billion in the third quarter of 2019. The gaming machine win rate was 3.4% in the third quarter of 2020, versus 3.1% in the third quarter of 2019.

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Total non-gaming revenue at City of Dreams in the third quarter of 2020 was US$31.4 million, compared with US$129.5 million in the third quarter of 2019.

Altira Macau Third Quarter Results

For the quarter ended September 30, 2020, total operating revenues at Altira Macau were US$11.0 million, compared to US$114.1 million in the third 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$0.34 billion in the third quarter of 2020 versus US$4.05 billion in the third quarter of 2019. The rolling chip win rate was 3.06% in the third quarter of 2020, versus 3.62% in the third 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$15.7 million in the third quarter of 2020, versus US$154.2 million in the third quarter of 2019. The mass market table games hold percentage was 16.9% in the third quarter of 2020, compared with 21.6% in the third quarter of 2019.

Gaming machine handle for the third quarter of 2020 was US$42.6 million, compared with US$79.4 million in the third quarter of 2019. The gaming machine win rate was 2.3% in the third quarter of 2020, versus 4.2% in the third quarter of 2019.

Total non-gaming revenue at Altira Macau in the third quarter of 2020 was US$2.3 million, compared with US$6.9 million in the third quarter of 2019.

Mocha Clubs Third Quarter Results

Total operating revenues from Mocha Clubs were US$11.3 million in the third quarter of 2020, compared to US$29.6 million in the third quarter of 2019.

Gaming machine handle for the third quarter of 2020 was US$279.6 million, compared with US$633.6 million in the third quarter of 2019. The gaming machine win rate was 4.0% in the third quarter of 2020, versus 4.7% in the third quarter of 2019.

Other Factors Affecting Third Quarter Earnings

Total net non-operating expenses for the third quarter of 2020 were US$43.8 million, which mainly included interest expenses of US$51.3 million, partially offset by net foreign exchange gains of US$9.2 million, compared to total net non-operating expenses of US$57.7 million for the third quarter of 2019, which mainly included interest expenses of US$36.8 million and net foreign exchange losses of US$20.5 million.

Nine Months’ Results

For the nine months ended September 30, 2020, our total operating revenues were US$1.07 billion, a decrease of 71.9% from US$3.82 billion for the nine months ended September 30, 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 COVID-19 pandemic, which resulted in temporary casino closures and a significant decline in inbound tourism in the nine months ended September 30, 2020.

Net loss for the nine months ended September 30, 2020 was US$570.2 million, compared to net income of US$337.7 million in the comparable period of 2019. The decrease in profitability was primarily attributable to softer performance at City of Dreams and Altira Macau mentioned above, and higher interest expenses in the nine months ended September 30, 2020.

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.

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As of September 30, 2020, we held cash and cash equivalents of US$806.1 million, a bank deposit with an original maturity over three months of US$150.0 million and restricted cash of US$0.3 million. Further, the HK$12.91 billion (equivalent to approximately US$1.67 billion) of the revolving credit facility under the 2020 Credit Facilities and HK$1.0 million (equivalent to approximately US$129,000) of the revolving credit facility under the 2015 Credit Facilities were available for future drawdowns, subject to the 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$162.9 million for the third quarter of 2020, compared to net cash provided by operating activities of US$171.6 million for the third quarter of 2019. Net cash used in operating activities was US$748.8 million for the nine months ended September 30, 2020, compared to net cash provided by operating activities of US$290.1 million for the nine months ended September 30, 2019. Both changes were primarily due to the softer performance of operations as described in the foregoing sections.

Investing Activities

Net cash used in investing activities was US$165.9 million for the third quarter of 2020, compared to net cash used in investing activities of US$55.7 million for the third quarter of 2019. The change was primarily due to the placement of a bank deposit with an original maturity over three months, partially offset by repayments of funds to affiliated companies and lower capital expenditure payments during the third quarter of 2020.

Net cash used in investing activities of US$165.9 million for the third quarter of 2020 mainly included the placement of a bank deposit with an original maturity over three months of US$150.0 million and capital expenditure payments of US$40.2 million, partially offset by repayments of funds to affiliated companies of US$24.4 million.

Net cash used in investing activities of US$55.7 million for the third quarter of 2019 mainly included capital expenditure payments of US$56.4 million.

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Our total capital expenditure payments for the third quarter of 2020 were US$40.2 million, compared to US$56.4 million for the third quarter of 2019. Such capital expenditures for both periods were mainly associated with our development projects as well as enhancements to our integrated resort offerings.

Net cash provided by investing activities was US$121.3 million for the nine months ended September 30, 2020, compared to net cash used in investing activities of US$725.8 million for the nine months ended September 30, 2019. The change was primarily due to repayments of funds to affiliated companies in the nine months ended September 30, 2020 as compared to funds to an affiliated company in the nine months ended September 30, 2019.

Net cash provided by investing activities of US$121.3 million for the nine months ended September 30, 2020 mainly included repayments of funds to affiliated companies of US$391.6 million, partially offset by placement of a bank deposit with an original maturity over three months of US$150.0 million and capital expenditure payments of US$120.3 million.

Net cash used in investing activities of US$725.8 million for the nine months ended September 30, 2019 mainly included funds to affiliated companies of US$630.9 million and capital expenditure payments of US$139.2 million, partially offset by repayments of funds to affiliated companies of US$43.5 million.

Our total capital expenditure payments for the nine months ended September 30, 2020 were US$120.3 million, compared to US$139.2 million for the nine months ended September 30, 2019. Such capital expenditures for both periods were mainly associated with our development projects as well as enhancements to our integrated resort offerings.

Financing Activities

Net cash provided by financing activities amounted to US$464.2 million for the third quarter of 2020, which primarily represented the proceeds from the issuance of the First 2028 Senior Notes in aggregate principal amount of US$500.0 million in July 2020, the issuance of the Additional 2028 Senior Notes of US$353.5 million in August 2020, which priced at 101.0% of the principal amount, and drawdown of the 2020 Credit Facilities of US$250.0 million in September 2020, partially offset by the repayment of the 2020 Credit Facilities of US$352.2 million and dividend payment of US$280.0 million.

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 proceeds from the drawdown of the revolving credit facility under the 2015 Credit Facilities of US$50.0 million.

Net cash provided by financing activities amounted to US$775.9 million for the nine months ended September 30, 2020, which primarily represented the proceeds from the issuance of the First 2028 Senior Notes in aggregate principal amount of US$500.0 million in July 2020, the issuance of the Additional 2028 Senior Notes of US$353.5 million in August 2020, which priced at 101.0% of the principal amount, the drawdown of the 2020 Credit Facilities of US$602.2 million and the drawdown of the revolving credit facility under the 2015 Credit Facilities of US$251.5 million, partially offset by the repayment of all outstanding loan amounts under the 2015 Credit Facilities of US$252.6 million, other than HK$1.0 million (equivalent to approximately US$129,000) which remained outstanding under the term loan facility, the repayment of the 2020 Credit Facilities of US$352.2 million, dividend payment of US$280.0 million as well as the payments of deferred financing costs mainly arisen from the refinancing of the 2015 Credit Facilities with the 2020 Credit Facilities of US$55.9 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.

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Indebtedness

The following table presents a summary of our gross indebtedness as of September 30, 2020:

On July 21, 2020, we issued US$500.0 million in aggregate principal amount of the First 2028 Senior Notes. On July 29, 2020, we repaid HK$2.73 billion (approximately US$352.2 million) of the principal amount outstanding under the 2020 Credit Facilities, together with accrued interest and associated costs, from a portion of the net proceeds of the First 2028 Senior Notes.

On August 11, 2020, we issued US$350.0 million in aggregate principal amount of the Additional 2028 Senior Notes. The net proceeds will be used for general corporate purposes.

On September 23, 2020, MCO Nominee One Limited drew down HK$1.94 billion (approximately US$250.0 million) of the revolving credit facility under the 2020 Credit Facilities.

On November 26, 2020, MCO Nominee One Limited received confirmation that the majority of lenders of the 2020 Credit Facilities have consented and agreed to waive the following financial condition covenants contained in the facility agreement under the 2020 Credit Facilities (the “Facility Agreement”): (i) meet or exceed the interest cover ratio (ratio of consolidated EBITDA to consolidated net finance charges as such terms are defined in the Facility Agreement) of 2.50 to 1.00; (ii) not exceed the senior leverage ratio (ratio of consolidated total debt to consolidated EBITDA as such terms are defined in the Facility Agreement) of 3.50 to 1.00; and (iii) not exceed the total leverage ratio (ratio of consolidated total debt to consolidated EBITDA as such terms are defined in the Facility Agreement) of 4.50 to 1.00, in each case in respect of the relevant periods ending on the following applicable test dates: (a) December 31, 2020; (b) March 31, 2021; (c) June 30, 2021; (d) September 30, 2021; and (e) December 31, 2021. MCO Nominee One Limited has agreed to pay a customary fee to all consenting lenders in relation to such consent and such consent shall be effective upon receipt of the consent fee by the facility agent of the lenders to the 2020 Credit Facilities.

Recent Developments

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

Commencing from July 15, 2020, certain travelers entering Guangdong from Macau were no longer subject to mandatory quarantine, while from August 12, 2020, those entering China from Macau were generally no longer subject to mandatory quarantine. On August 26, 2020, the Chinese authorities resumed the issuance of IVS visas for Guangdong residents, while the nationwide resumption of IVS visa issuance commenced on September 23, 2020. Despite these developments, 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 visitors traveling to and from Macau, and such bans, restrictions and requirements have been, and may continue to be, modified by the relevant authorities from time to time as COVID-19 developments unfold. Additionally, health-related precautionary measures remain in place at our properties in Macau, which could continue to 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 and behavior, including the length of time before customers resume traveling and participating in entertainment and leisure activities at high-density venues and the impact of potential higher unemployment rates, declines in income levels and loss of personal wealth resulting from the COVID-19 outbreak on consumer behavior related to discretionary spending and traveling, all of which are highly uncertain.

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Melco Resorts Finance Limited

Index To Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 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)

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:

F-4