Tender Offer/rights Offering Notification (cb)
April 08 2022 - 06:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
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Securities Act Rule 801 (Rights Offering) |
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☐ |
Securities Act Rule 802 (Exchange Offer) |
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☒ |
Exchange Act Rule 13e-4(h)(8) (Issuer Tender
Offer) |
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☐ |
Exchange Act Rule 14d-1(c) (Third Party Tender
Offer) |
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Exchange Act Rule 14e-2(d) (Subject Company
Response) |
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☐ |
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Filed or submitted in paper if permitted by Regulation
S-T Rule 101(b)(8) |
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MELCO RESORTS & ENTERTAINMENT LIMITED
(Name of Subject Company)
(Translation
of Subject Companys Name into English (if applicable))
Cayman Islands
(Jurisdiction of Subject Companys Incorporation or Organization)
Melco Resorts & Entertainment Limited
(Name of Person(s) Furnishing Form)
Options to purchase ordinary shares, par value $0.01 per share, granted under the 2011 Share Incentive Plan of Melco Resorts &
Entertainment Limited
(Title of Class of Subject Securities)
N/A
(CUSIP Number of
Class of Securities (if applicable))
Stephanie Cheung
Chief Legal Officer and Company Secretary
38th Floor, The Centrium
60 Wyndham Street
Central
Hong Kong
+852-2598-3600
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
April 7, 2022
(Date
Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
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(a) |
The following documents, which are attached as exhibits hereto, were distributed to eligible holders of options
to purchase ordinary shares, par value $0.01 per share, granted under the 2011 Share Incentive Plan of Melco Resorts & Entertainment Limited. |
Exhibit A: Offer to Exchange Outstanding Options for Restricted Shares and/or, for Certain Designated Option Holders, New Options
Exhibit B: Form of Individual Option Statement (for grantees eligible to receive restricted shares)
Exhibit C: Form of Individual Option Statement (for grantees eligible to receive restricted shares and/or share options)
Exhibit D: Form of Election Form and Release (for grantees eligible to receive restricted shares)
Exhibit E: Form of Election Form and Release (for grantees eligible to receive restricted shares and/or share options)
Exhibit F: Letter from the Chairman
Item 2. Informational Legends
A
legend compliant with Rule 802(b) under the Securities Act of 1933, as amended, has been included on the cover page of Exhibit A.
PART
II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
PART III - CONSENT TO SERVICE OF PROCESS
(1) |
Written irrevocable consent and power of attorney on Form F-X filed
concurrently with the Securities and Exchange Commission on April 8, 2022. |
2
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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/s/ Stephanie Cheung |
(Signature) |
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Stephanie Cheung, Chief Legal Officer and Company Secretary |
(Name and Title) |
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April 8, 2022 |
(Date) |
3
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