新濠博亚娱乐美股招股说明书(2016-12-19版)

424B3 1 d298555d424b3.htm 424(B)(3) Table of ContentsFiled Pursuant to Rule 424(b)(3) 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 122,921,298 $5.73 $704,339,037.55 $81,633.00 (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 December 13, 2016, 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 (To Prospectus dated December 14, 2016) 40,973,766 American Depositary Shares Melco Crown Entertainment Limited (incorporated in the Cayman Islands with limited liability) Representing 122,921,298 Ordinary Shares This is an offering of an aggregate of 40,973,766 ADSs, each representing three ordinary shares of Melco Crown Entertainment Limited.In the underwritten offering, Crown Asia Investments Pty Ltd, the selling shareholder, is selling 40,925,499 ordinary shares to the underwriters, who are reselling 13,641,833 ADSs representing these ordinary shares. We will not receive any proceeds from the sale of ordinary shares by the selling shareholder. Our ADSs are listed on the Nasdaq Global Select Market under the symbol “MPEL”. The last reported sale price of our ADSs on December 14, 2016 was US$17.31 per ADS. Investing in our ADSs or ordinary shares involves risks. See “Risk Factors” beginning on page S-11 of this prospectus supplement and page 3 of the accompanying prospectus. Concurrently with the underwritten offering, the selling shareholder will be entering into cash-settled swap transactions relating to a fixed number of our ordinary shares (subject to anti-dilution and similar adjustments) and related share pledge agreements over our ordinary shares with affiliates of each of the underwriters, which we refer to as the “dealers” in this prospectus supplement. In connection with hedging their exposure under the cash-settled swap transactions, the dealers or one of their respective affiliates will agree to borrow from Melco Leisure and Entertainment Group Limited an aggregate of 27,331,933 ADSs, which we refer to as the “borrowed ADSs” in this prospectus supplement. The dealers will sell, or cause an affiliate to sell, the borrowed ADSs in the same underwritten offering to which this prospectus supplement relates through the underwriters. We are not a party to the cash-settled swap transactions and will not receive any proceeds from the sale of the borrowed ADSs by the dealers. The offering of borrowed ADSs is conditioned upon the effectiveness of the swap transaction with the selling shareholder and the delivery of the borrowed ADSs pursuant to the securities loan agreement with Melco Leisure and Entertainment Group Limited. The underwriters have agreed to purchase the ordinary shares from the selling shareholder at a price of US$5.3333 per share, which will result in gross proceeds to the selling shareholder of approximately US$218 million. The underwriters propose to offer the ADSs representing the ordinary shares 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. On December 14, 2016, the selling shareholder agreed to sell, subject to Macau regulatory approval, 198,000,000 ordinary shares, or 13.4% of our outstanding ordinary shares, to Melco Leisure and Entertainment Group Limited, a wholly owned subsidiary of Melco International Development Limited and our 37.9% shareholder, in a privately negotiated sale outside the United States in reliance on Regulation S. The closing of this sale is subject to the receipt of Macau regulatory approval, the buyer’s financing arrangements and other customary closing conditions. 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 prospect