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August 3, 2023
Geoffrey Stuart Davis
Executive Vice President and Chief Financial Officer
Melco Resorts & Entertainment LTD
71 Robinson Road #04-03
Singapore 068895
Re: Melco Resorts &
Entertainment LTD
Form 20-F for
Fiscal Year Ended December 31, 2022
File No. 001-33178
Dear Geoffrey Stuart Davis:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 192
1. We note your statement
that you reviewed public filings and stockholder lists of your
Company and Melco
International in connection with your required submission under
paragraph (a). Please
supplementally describe any additional materials that were
reviewed and tell us
whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and
(3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of the board of you or your consolidated
foreign operating
entities are officials of the Chinese Communist Party. For instance,
please tell us how the
board members current or prior memberships on, or affiliations
with, committees of the
Chinese Communist Party factored into your determination. In
addition, please tell
us whether you have relied upon third party certifications such as
Geoffrey Stuart Davis
Melco Resorts & Entertainment LTD
August 3, 2023
Page 2
affidavits as the basis for your disclosure.
3. We note your disclosure beginning on page 79 that appears to indicate you
have
consolidated foreign operating entities in Macau, the Philippines, and
Cyprus. Please note
that Item 16I(b) requires that you provide disclosures for yourself and
your consolidated
foreign operating entities, including variable interest entities or
similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Christopher Dunham at 202-551-3783 or Jennifer Gowetski at
202-551-
3401 with any questions.
Sincerely,
FirstName LastNameGeoffrey Stuart Davis
Division of
Corporation Finance
Comapany NameMelco Resorts & Entertainment LTD
Disclosure Review
Program
August 3, 2023 Page 2
cc: David C. Lee
FirstName LastName