新濠博亚娱乐美股招股说明书(2017-05-09版)

424B2 1 d328995d424b2.htm 424(B)(2) Table of ContentsFiled Pursuant to Rule 424(b)(2) Registration No. 333-215100 CALCULATION OF REGISTRATION FEE Title of each class ofsecurities to be registered(1) Amountto beregistered Proposedmaximumaggregateoffering priceper unit(2) Proposedmaximumaggregateoffering price Amount ofregistration fee(3)Ordinary shares, par value $0.01 per share 165,303,543 7.43 $1,228,205,324.49 142,349.00 (1)The ordinary shares may be represented by American depositary shares (“ADSs”), each of which represents three ordinary shares. The Registrant’s ADSs evidenced by American depositary receipts issuable on deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-139159). (2)Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low prices for the ADSs on May 5, 2017, as reported on the Nasdaq Global Select Market. (3)The registration fee has been transmitted to the Commission in connection with the offering of ordinary shares or ADSs pursuant to the registration statement No. 333-215100 by means of this prospectus supplement in accordance with Rule 457(r) under the Securities Act. Table of Contents PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated December 14, 2016) 27,769,248 American Depositary Shares and 81,995,799 Ordinary Shares Melco Resorts & Entertainment Limited (incorporated in the Cayman Islands with limited liability) Representing 165,303,543 Ordinary Shares We are offering an aggregate of 27,769,248 ADSs, each representing three of our ordinary shares, and 81,995,799 ordinary shares to be distributed as follows: (i) 15,769,248 ADSs to be purchased by the underwriters for resale in an underwritten offering, which we refer to as the “public offering” in this prospectus supplement; (ii) 81,995,799 ordinary shares to be purchased by the underwriters, as agents for, or as principal for resale to, their affiliates, and to be delivered to Melco Leisure and Entertainment Group Limited, or Melco Leisure, to satisfy the return obligations of affiliates of each of the underwriters for a number of ADSs representing 81,995,799 ordinary shares loaned to such affiliates in conjunction with the termination and hedge unwind of certain cash-settled swap transactions entered into in December 2016; and (iii) 12,000,000 additional ADSs to be purchased by UBS Securities LLC, or UBS, in its capacity as underwriter, which will be offered from time to time after the public offering pursuant to block sales, on the Nasdaq Global Select Market, in the over-the-counter market or in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices. We refer to the distribution described in (i), (ii) and (iii) above as “registered offerings” in this prospectus supplement. We have been advised that over the same period in which the 12,000,000 additional ADSs are being offered and sold, UBS or its affiliates or agents expect to purchase approximately 12,000,000 ADSs in the open market to return to stock lenders in conjunction with the termination and hedge unwind of a cash-settled swap transaction entered into with Crown Resorts Limited, or Crown Resorts (the parent of Crown Asia Investments Pty Ltd, or Crown Asia), in March 2017. In connection with the transactions described above, we agreed to repurchase 165,303,544 ordinary shares from Crown Asia. The repurchase from Crown Asia will settle concurrently with the settlement of the registered offerings and we intend to use the net proceeds we receive from the registered offerings solely to effect the repurchase. Our ADSs are listed on the Nasdaq Global Select Market under the symbol “MLCO”. The last reported sale price of our ADSs on May 5, 2017 was US$22.34 per ADS. Investing in our ADSs or ordinary shares involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and page 3 of the accompanying prospectus. The underwriters have agreed to purchase the ADSs at a price of US$21.11 per ADS and the ordinary shares at a price of US$7.036666666 per share from us for the registered offerings, which will result in proceeds to us of approximately US$1,163 million. The underwriters propose to offer the ADSs purchased in the public offering from time to time for sale on the Nasdaq Global Select Market, in the over the counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. See “Underwriting” for a description of compensation payable to the underwriters or their affiliates. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal