This Amendment No. 6 (this “Amendment”) amends and supplements
the Schedule 13D filed on February 6, 2017, as amended by Amendment
No. 1 filed on May 17, 2017, Amendment No. 2 filed on
November 19, 2018, Amendment No. 3 filed on February 19, 2019,
Amendment No. 4 filed on July 15, 2019 and Amendment
No 5. filed on May 13, 2022, with respect to the Issuer by the
Reporting Persons (the “Original Filing”). Information reported in
the Original Filing remains in effect except to the extent that it
is amended, restated or superseded by information contained in this
Amendment. Capitalized terms used but not defined in this Amendment
have the respective meanings set forth in the Original Filing.
Percentages of the Ordinary Shares outstanding reported in this
Amendment are calculated based upon the number of Ordinary Shares
outstanding as of March 25, 2022, which reflects the number
reported in the Annual Report on Form 20-F filed by the Issuer with the
Securities and Exchange Commission on March 31, 2022 (“Form
20-F”), as adjusted to
reflect the Issuer’s repurchase of (i) 29,446,827 Ordinary Shares
in the form of American Depositary Shares (the “Previously
Repurchased Shares”), as announced by the Issuer in its Form
20-F, Current Report on
Form 6-K filed on May 6,
2022 and Current Report on Form 6-K filed on August 18, 2022 and
(ii) 9,995,799 Ordinary Shares and 75,000,000 Ordinary Shares in
the form of American Depositary Shares pursuant to the Share
Repurchase Agreement as described in Item 6 hereof (the “Newly
Repurchased Shares”) (calculated assuming that the Previously
Repurchased Shares and the Newly Repurchased Shares were
cancelled).
| Item 1. |
Security and Issuer
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Item 1 is hereby amended by replacing it in its entirety with the
following:
This Schedule 13D relates to the ordinary shares (the “Ordinary
Shares”) of Melco Resorts & Entertainment Limited, a
Cayman Islands exempted company (the “Issuer”). The address of the
Issuer’s principal executive offices is 38th Floor, The Centrium,
60 Wyndham Street, Central, Hong Kong.
| Item 2. |
Identity and Background
|
Items 2(a) and 2(c) are hereby amended by replacing them in their
entirety with the following:
| (a) |
This Schedule 13D is being filed on behalf of each of
the following persons (collectively, the “Reporting Persons”):
Melco International Development Limited, a Hong Kong-listed company
(“Melco International”), its wholly-owned subsidiary Melco Leisure
and Entertainment Group Limited, a company incorporated under the
laws of the British Virgin Islands (“Melco Leisure”), and
Mr. Ho, Lawrence Yau Lung, a citizen of Canada
(“Mr. Ho”).
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As of the date of this Amendment, 122,243,024 ordinary shares of
Melco International are held by Lasting Legend Ltd., 301,368,606
ordinary shares of Melco International are held by Better Joy
Overseas Ltd., 53,491,345 ordinary shares of Melco International
are held by Mighty Dragon Developments Limited, 91,445,132 ordinary
shares of Melco International are held by Black Spade Capital
Limited, and 1,566,000 ordinary shares of Melco International are
held by Maple Peak Investments Inc., representing approximately
8.1%, 19.9%, 3.5%, 6.0% and 0.1%, respectively, of Melco
International’s shares. All of such companies are controlled
corporations of Mr. Ho and are owned by persons and/or trusts
associated with Mr. Ho. In addition, 4,212,102 ordinary shares of
Melco International are held by Mr. Ho’s spouse, representing
approximately 0.3% of Melco International’s shares.
Mr. Ho also has an interest in L3G Holdings Inc., a company
controlled by a discretionary family trust, the beneficiaries of
which include Mr. Ho and his immediate family members, that
holds 312,666,187 ordinary shares of Melco International,
representing approximately 20.6% of Melco International’s
shares.
Consequently, Mr. Ho may be deemed to beneficially own an
aggregate of 886,992,396 ordinary shares of Melco International,
representing approximately 58.5% of Melco International’s ordinary
shares outstanding.
| (c) |
The principal business of Melco International and
Melco Leisure, through their subsidiaries, is engaging in leisure,
gaming and entertainment, and other investments.
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| Item 4. |
Purpose of the Transaction
|
Item 4 of the Original Filing is hereby amended and supplemented by
adding the following information:
Item 6 summarizes certain provisions of the Share Repurchase
Agreement and is incorporated herein by reference. A copy of the
Share Repurchase Agreement is attached as an exhibit to this
Schedule 13D, and incorporated herein by reference.
| Item 5. |
Interest in Securities of the Issuer
|
Item 5 is hereby amended by replacing it in its entirety with the
following:
| (a) |
As of the date of this Amendment, the Reporting
Persons may be deemed to each beneficially own an aggregate of
727,733,982 Ordinary Shares, which are held by Melco Leisure (the
“Shares”). The Shares represent approximately 54.2% of the Issuer’s
outstanding Ordinary Shares. In addition, Mr. Ho personally
holds 312,012 Ordinary Shares and holds 7,362,072 Ordinary Shares
through the companies controlled by him, representing a further
approximately 0.02% and 0.6% of the Issuer’s Ordinary Shares
outstanding. All of such companies are controlled corporations of
Mr. Ho and are owned by a trust associated with Mr. Ho.
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| (b) |
The Reporting Persons have shared voting and
dispositive power over 727,733,982 of the Shares, and Mr. Ho
has sole voting and dispositive power over 7,674,084 of the
Shares.
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