REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
each representing three ordinary shares |
(The Nasdaq Global Select Market) |
Accelerated filer |
Non-accelerated filer |
Emerging growth company |
International Financial Reporting Standards as issued by the International Accounting Standards Board |
Other |
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F-1 |
• | “2015 Credit Facilities” refers to the HK$13.65 billion (equivalent to US$1.75 billion) senior secured credit facilities agreement dated June 19, 2015, entered into by Melco Resorts Macau, as borrower, comprising (i) a Hong Kong dollar term loan facility of HK$3.90 billion (equivalent to US$500 million) with a term of six years and (ii) a HK$9.75 billion (equivalent to approximately US$1.25 billion) revolving credit facility, and following the repayment of all outstanding loan amounts, together with accrued interest and associated costs on May 7, 2020, other than the HK$1.0 million (equivalent to approximately US$128,000) which remained outstanding under the term loan facility and the HK$1.0 million (equivalent to approximately US$128,000) revolving credit facility commitment which remained available under the revolving credit facility, all other commitments under the 2015 Credit Facilities were cancelled; |
• | “2020 Credit Facilities” refers to the senior facilities agreement dated April 29, 2020, entered into between, among others, MCO Nominee One, our subsidiary and as borrower, and Bank of China Limited, Macau Branch, Bank of Communications Co., Ltd. Macau Branch and Morgan Stanley Senior Funding, Inc., as joint global coordinators, under which lenders have made available HK$14.85 billion (equivalent to US$1.90 billion) in a revolving credit facility for a term of five years; |
• | “2020 Studio City Notes” refers to the US$825.0 million aggregate principal amount of 8.50% senior notes due 2020 issued by Studio City Finance on November 26, 2012 and as to which no amount remains outstanding following the redemption of all remaining outstanding amounts in March 2019; |
• | “2020 Studio City Notes Tender Offer” refers to the conditional tender offer by Studio City Finance to purchase for cash any and all of its outstanding 2020 Studio City Notes which commenced on January 22, 2019 and settled on February 11, 2019; |
• | “2021 Senior Notes” refers to the US$1.0 billion aggregate principal amount of 5.00% senior notes due 2021 issued by Melco Resorts Finance on February 7, 2013 and fully redeemed on June 14, 2017; |
• | “2021 Studio City Senior Secured Credit Facility” refers to the facility agreement dated November 23, 2016 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the Studio City Project Facility to provide for senior secured credit facilities in an aggregate amount of HK$234.0 million (equivalent to approximately US$30.0 million), which consist of a HK$233.0 million (equivalent to approximately US$29.9 million) revolving credit facility and a HK$1.0 million (equivalent to approximately US$128,000) term loan facility, and which has been amended, restated and extended by the 2028 Studio City Senior Secured Credit Facility; |
• | “2024 Studio City Notes” refers to the US$600.0 million aggregate principal amount of 7.25% senior notes due 2024 issued by Studio City Finance on February 11, 2019 and as to which no amount remains outstanding following the redemption of all remaining outstanding amounts in February 2021; |
• | “2024 Studio City Notes Tender Offer” refers to the conditional tender offer by Studio City Finance to purchase for cash any and all of the outstanding 2024 Studio City Notes, which commenced and settled in January 2021; |
• | “2025 Senior Notes” refers to the US$1.0 billion aggregate principal amount of 4.875% senior notes due 2025 issued by Melco Resorts Finance, of which US$650.0 million in aggregate principal amount was issued on June 6, 2017 and US$350.0 million in aggregate principal amount was issued on July 3, 2017; |
• | “2025 Studio City Notes” refers to the US$500 million aggregate principal amount of 6.00% senior notes due 2025 issued by Studio City Finance on July 15, 2020; |
• | “2026 Senior Notes” refers to the US$500.0 million aggregate principal amount of 5.250% senior notes due 2026 issued by Melco Resorts Finance on April 26, 2019; |
• | “2027 Senior Notes” refers to the US$600.0 million aggregate principal amount of 5.625% senior notes due 2027 issued by Melco Resorts Finance on July 17, 2019; |
• | “2028 Senior Notes” refers to the US$850 million aggregate principal amount of 5.750% senior notes due 2028 issued by Melco Resorts Finance, of which US$500.0 million in aggregate principal amount was issued on July 21, 2020 (the “First 2028 Senior Notes”) and US$350.0 million in aggregate principal amount was issued on August 11, 2020 (the “Additional 2028 Senior Notes”); |
• | “2028 Studio City Notes” refers to the US$500 million aggregate principal amount of 6.50% senior notes due 2028 issued by Studio City Finance on July 15, 2020; |
• | “2028 Studio City Senior Secured Credit Facility” refers to the facility agreement dated March 15, 2021 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the 2021 Studio City Senior Secured Credit Facility to provide for senior secured credit facilities in an aggregate amount of HK$234.0 million, equivalent to approximately US$30.0 million which consist of a HK$233.0 million (approximately US$29.9 million) revolving credit facility and a HK$1.0 million (approximately US$128,000) term loan facility; |
• | “2029 Senior Notes” refers to the US$1.15 billion aggregate principal amount of 5.375% senior notes due 2029 issued by Melco Resorts Finance, of which US$900.0 million in aggregate principal amount was issued on December 4, 2019 (“First 2029 Senior Notes”) and US$250.0 million in aggregate principal amount was issued on January 21, 2021 (“Additional 2029 Senior Notes”); |
• | “2029 Studio City Notes” refers to the US$1.1 billion aggregate principal amount of 5.00% senior notes due 2029 issued by Studio City Finance, of which US$750.0 million in aggregate principal amount was issued on January 14, 2021 (“First 2029 Studio City Notes”) and US$350.0 million in aggregate principal amount was issued on May 20, 2021 (“Additional 2029 Studio City Notes”); |
• | “ADSs” refers to our American depositary shares, each of which represents three ordinary shares; |
• | “Altira Hotel” refers to our former subsidiary, Altira Hotel Limited, a Macau company through which we operated hotel and certain other non-gaming businesses at Altira Macau and which has been merged with Altira Resorts; |
• | “Altira Macau” refers to an integrated resort located in Taipa, Macau; |
• | “Altira Resorts” refers to our subsidiary, Altira Resorts Limited (formerly known as Altira Developments Limited), a Macau company through which we hold the land and building for Altira Macau and operate hotel and certain other non-gaming businesses at Altira Macau; |
• | “AUD” and “Australian dollar(s)” refer to the legal currency of Australia; |
• | “board” and “board of directors” refer to the board of directors of our Company or a duly constituted committee thereof; |
• | “CGC” means the Cyprus Gaming and Casino Supervision Commission, also known as the Cyprus Gaming Commission; |
• | “China” and “PRC” refer to the People’s Republic of China, excluding the Hong Kong Special Administrative Region of the PRC (Hong Kong), the Macau Special Administrative Region of the PRC (Macau) and Taiwan from a geographical point of view; |
• | “City of Dreams” refers to an integrated resort located in Cotai, Macau, which currently features casino areas and four luxury hotels, including a collection of retail brands, a wet stage performance theater (temporarily closed since June 2020) and other entertainment venues; |
• | “City of Dreams Manila” refers to an integrated resort located within Entertainment City, Manila; |
• | “City of Dreams Mediterranean” refers to the integrated resort project in Cyprus, which is currently under development and is expected to be the largest and premier integrated resort in Europe upon its opening; |
• | “COD Resorts” refers to our subsidiary, COD Resorts Limited (formerly known as Melco Crown (COD) Developments Limited), a Macau company through which we hold the land and buildings for City of Dreams, operate hotel and certain other non-gaming businesses at City of Dreams and provide shared services within the Company; |
• | “Crown Resorts” refers to Crown Resorts Limited, a company listed on the Australian Securities Exchange; |
• | “Cyprus Acquisition” refers to our acquisition of a 75% equity interest in ICR Cyprus from Melco International with the issuance of 55.5 million ordinary shares as consideration pursuant to the definitive agreement entered into between us and Melco International on June 24, 2019 and completed on July 31, 2019; |
• | “Cyprus License” refers to the gaming license granted by the government of Cyprus to Integrated Casino Resorts on June 26, 2017 to develop, operate and maintain an integrated casino resort in Limassol, Cyprus (and until the operation of such integrated casino resort, the operation of a temporary casino in Limassol) and up to four satellite casino premises in Cyprus, for a term of 30 years from the date of grant and with the right for exclusivity in Cyprus for the first 15 years of the term; |
• | “DICJ” refers to the Direcção de Inspecção e Coordenação de Jogos (the Gaming Inspection and Coordination Bureau), a department of the Public Administration of Macau; |
• | “DSEC” refers to the Statistics and Census Service of Macau, a department of the government of Macau; |
• | “EUR” and “Euro(s)” refer to the legal currency of the European Union; |
• | “Greater China” refers to mainland China, Hong Kong and Macau, collectively; |
• | “HIBOR” refers to the Hong Kong Interbank Offered Rate; |
• | “HK$” and “H.K. dollar(s)” refer to the legal currency of Hong Kong; |
• | “HKSE” refers to The Stock Exchange of Hong Kong Limited; |
• | “ICR Cyprus” refers to ICR Cyprus Holdings Limited, a company incorporated under the laws of Cyprus, and which we acquired a 75% equity interest upon the completion of the Cyprus Acquisition; |
• | “Integrated Casino Resorts” refers to Integrated Casino Resorts Cyprus Limited, a company incorporated under the laws of Cyprus and which became our subsidiary upon the completion of the Cyprus Acquisition; |
• | “MCO Nominee One” refers to our subsidiary, MCO Nominee One Limited; |
• | “Melco International” refers to Melco International Development Limited, a Hong Kong-listed company; |
• | “Melco Leisure” refers to Melco Leisure and Entertainment Group Limited, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Melco International; |
• | “Melco Philippine Parties” refers to Melco Resorts Leisure, MPHIL Holdings No. 1 and MPHIL Holdings No. 2; |
• | “Melco Resorts Finance Notes” refers to, collectively, the 2025 Senior Notes, the 2026 Senior Notes, the 2027 Senior Notes, the 2028 Senior Notes and the 2029 Senior Notes; |
• | “Melco Resorts Finance” refers to our subsidiary, Melco Resorts Finance Limited (formerly known as MCE Finance Limited), a Cayman Islands exempted company with limited liability; |
• | “Melco Resorts Leisure” refers to our subsidiary, Melco Resorts Leisure (PHP) Corporation (formerly known as MCE Leisure (Philippines) Corporation), a corporation incorporated in the Philippines and one of the Philippine Licensees holding the Philippine License; |
• | “Melco Resorts Macau” refers to our subsidiary, Melco Resorts (Macau) Limited (formerly known as Melco Crown (Macau) Limited), a Macau company and the holder of our gaming subconcession; |
• | “Mocha Clubs” refer to, collectively, our clubs with gaming machines, which are now the largest non-casino based operations of electronic gaming machines in Macau; |
• | “MPHIL Holdings No. 1” refers to our subsidiary, MPHIL Holdings No. 1 Corporation (formerly known as MCE Holdings (Philippines) Corporation), a corporation incorporated in the Philippines and one of the Philippine Licensees holding the Philippine License; |
• | “MPHIL Holdings No. 2” refers to our subsidiary, MPHIL Holdings No. 2 Corporation (formerly known as MCE Holdings No. 2 (Philippines) Corporation), a corporation incorporated in the Philippines and one of the Philippine Licensees holding the Philippine License; |
• | “MRP” refers to our subsidiary, Melco Resorts and Entertainment (Philippines) Corporation (formerly known as Melco Crown (Philippines) Resorts Corporation), the shares of which have been delisted from the Philippine Stock Exchange since June 11, 2019 due to MRP’s public ownership having fallen below the minimum requirement of the Philippine Stock Exchange for more than six months; |
• | “Nobu Manila” refers to the hotel development located in City of Dreams Manila branded as Nobu Hotel Manila; |
• | “Nüwa Manila” refers to the hotel development located in City of Dreams Manila branded as Nüwa Hotel Manila, formerly branded as the Crown Towers hotel; |
• | “our subconcession” and “our gaming subconcession” refers to the Macau gaming subconcession held by Melco Resorts Macau; |
• | “PAGCOR” refers to the Philippines Amusement and Gaming Corporation, the Philippines regulatory body with jurisdiction over all gaming activities in the Philippines except for lottery, sweepstakes, cockfighting, horse racing and gaming inside the Cagayan Export Zone; |
• | “PAGCOR Charter” refers to the Presidential Decree No. 1869, of the Philippines; |
• | “Pataca(s)” or “MOP” refer to the legal currency of Macau; |
• | “Philippine License” refers to the regular gaming license dated April 29, 2015 issued by PAGCOR to the Philippine Licensees in replacement of the Provisional License for the operation of City of Dreams Manila; |
• | “Philippine Licensees” refers to holders of the Philippine License, which include the Melco Philippine Parties and the Philippine Parties; |
• | “Philippine Parties” refers to SM Investments Corporation, Belle Corporation and PremiumLeisure and Amusement, Inc.; |
• | “Philippine peso(s)” and “PHP” refer to the legal currency of the Philippines; |
• | “Renminbi” and “RMB” refer to the legal currency of the PRC; |
• | “SC ADSs” refers to the American depositary shares of SCI, each of which represents four Class A ordinary shares of SCI; |
• | “SCI” refers to our subsidiary, Studio City International Holdings Limited, an exempted company registered by way of continuation in the Cayman Islands, the American depositary receipts of which are listed on the New York Stock Exchange; |
• | “share(s)” and “ordinary share(s)” refer to our ordinary share(s), par value of US$0.01 each; |
• | “Studio City” refers to a cinematically-themed integrated resort in Cotai, an area of reclaimed land located between the islands of Taipa and Coloane in Macau; |
• | “Studio City Casino” refers to the gaming areas being operated within Studio City; |
• | “Studio City Company” refers to our subsidiary, Studio City Company Limited, which is a company incorporated in the British Virgin Islands with limited liability and which is also an indirect subsidiary of SCI; |
• | “Studio City Company Notes” refers to, collectively, the (i) US$350.0 million aggregate principal amount of 5.875% senior secured notes due 2019 (the “2019 Studio City Company Notes”), (ii) the US$850.0 million aggregate principal amount of 7.250% senior secured notes due 2021 (the “2021 Studio City Company Notes”), each issued by Studio City Company on November 30, 2016 and as to which no amount remains outstanding following the repayment in full upon maturity in November 2019 (in the case of the 2019 Studio City Company Notes) and the redemption of all remaining outstanding amounts in August 2020 (in the case of the 2021 Studio City Company Notes), and (iii) the US$350.0 million aggregate principal amount of 7.00% senior secured notes due 2027 (the “2027 Studio City Company Notes”) issued by Studio City Company on February 16, 2022; |
• | “Studio City Finance” refers to our subsidiary, Studio City Finance Limited, which is a company incorporated in the British Virgin Islands with limited liability and which is also an indirect subsidiary of SCI; |
• | “Studio City Hotels” refers to our subsidiary, Studio City Hotels Limited, which is a company incorporated in Macau with limited liability and which is also an indirect subsidiary of SCI; |
• | “Studio City Investments” refers to our subsidiary, Studio City Investments Limited, which is a company incorporated in the British Virgin Islands with limited liability and which is also an indirect subsidiary of SCI; |
• | “Studio City IPO” refers to the initial public offering of a total of 33,062,500 SC ADSs, comprising the 28,750,000 SC ADSs sold initially and the 4,312,500 SC ADSs sold pursuant to the over-allotment option, at the price of US$12.50 per SC ADS; |
• | “Studio City Notes” refer to, collectively, the 2025 Studio City Notes, the 2028 Studio City Notes, the 2029 Studio City Notes and the 2027 Studio City Company Notes; |
• | “Studio City Project Facility” refers to the senior secured project facility, dated January 28, 2013 and as amended from time to time, entered into between, among others, Studio City Company as borrower and certain subsidiaries as guarantors, comprising a term loan facility of HK$10,080,460,000 (equivalent to approximately US$1.3 billion) and revolving credit facility of HK$775,420,000 (equivalent to approximately US$100 million), and which was amended, restated and extended by the 2021 Studio City Senior Secured Credit Facility; |
• | “the Philippines” refers to the Republic of the Philippines; |
• | “TWD” and “New Taiwan dollar(s)” refer to the legal currency of Taiwan; |
• | “US$” and “U.S. dollar(s)” refer to the legal currency of the United States; |
• | “U.S. GAAP” refers to the U.S. generally accepted accounting principles; and |
• | “we”, “us”, “our”, “our Company”, “the Company” and “Melco” refer to Melco Resorts & Entertainment Limited and, as the context requires, its predecessor entities and its consolidated subsidiaries. |
“average daily rate” | calculated by dividing total room revenues including complimentary rooms (less service charges, if any) by total rooms occupied, including complimentary rooms, i.e., average price of occupied rooms per day | |
“cage” | a secure room within a casino with a facility that allows patrons to carry out transactions required to participate in gaming activities, such as exchange of cash for chips and exchange of chips for cash or other chips | |
“chip” | round token that is used on casino gaming tables in lieu of cash | |
“concession” | a government grant for the operation of games of fortune and chance in casinos in Macau under an administrative contract pursuant to which a concessionaire, or the entity holding the concession, is authorized to operate games of fortune and chance in casinos in Macau | |
“dealer” | a casino employee who takes and pays out wagers or otherwise oversees a gaming table | |
“drop” | the amount of cash to purchase gaming chips and promotional vouchers that is deposited in a gaming table’s drop box, plus gaming chips purchased at the casino cage | |
“drop box” | a box or container that serves as a repository for cash, chip purchase vouchers, credit markers and forms used to record movements in the chip inventory on each table game | |
“electronic gaming table” | table with an electronic or computerized wagering and payment system that allow players to place bets from multiple-player gaming seats | |
“gaming machine” | slot machine and/or electronic gaming table | |
“gaming machine handle” | the total amount wagered in gaming machines | |
“gaming machine win rate” | gaming machine win (calculated before non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) expressed as a percentage of gaming machine handle | |
“gaming promoter” | an individual or corporate entity who, for the purpose of promoting rolling chip and other gaming activities, arranges customer transportation and accommodation, provides credit in its sole discretion if authorized by a gaming operator and arranges food and beverage services and entertainment in exchange for commissions or other compensation from a gaming concessionaire or subconcessionaire | |
“integrated resort” | a resort which provides customers with a combination of hotel accommodations, casinos or gaming areas, retail and dining facilities, MICE space, entertainment venues and spas | |
“junket player” | a player sourced by gaming promoters to play in the VIP gaming rooms or areas | |
“marker” | evidence of indebtedness by a player to the casino or gaming operator | |
“mass market patron” | a customer who plays in the mass market segment | |
“mass market segment” | consists of both table games and gaming machines played by mass market players primarily for cash stakes |
“mass market table games drop” | the amount of table games drop in the mass market table games segment | |
“mass market table games hold percentage” | mass market table games win (calculated before discounts, commissions, non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) as a percentage of mass market table games drop | |
“mass market table games segment” | the mass market segment consisting of mass market patrons who play table games | |
“MICE” | Meetings, Incentives, Conventions and Exhibitions, an acronym commonly used to refer to tourism involving large groups brought together for an event or specific purpose | |
“net rolling” | net turnover in a non-negotiable chip game | |
“non-negotiable chip” |
promotional casino chip that is not to be exchanged for cash | |
“non-rolling chip” |
chip that can be exchanged for cash, used by mass market patrons to make wagers | |
“occupancy rate” | the average percentage of available hotel rooms occupied, including complimentary rooms, during a period | |
“premium direct player” | a rolling chip player who is a direct customer of the concessionaires or subconcessionaires and is attracted to the casino through marketing efforts of the gaming operator | |
“progressive jackpot” | a jackpot for a gaming machine or table game where the value of the jackpot increases as wagers are made; multiple gaming machines or table games may be linked together to establish one progressive jackpot | |
“revenue per available room” or “REVPAR” | calculated by dividing total room revenues including complimentary rooms (less service charges, if any) by total rooms available, thereby representing a combination of hotel average daily room rates and occupancy | |
“rolling chip” or “VIP rolling chip” | non-negotiable chip primarily used by rolling chip patrons to make wagers | |
“rolling chip patron” | a player who primarily plays on a rolling chip or VIP rolling chip tables and typically plays for higher stakes than mass market gaming patrons | |
“rolling chip segment” | consists of table games played in private VIP gaming rooms or areas by rolling chip patrons who are either premium direct players or junket players | |
“rolling chip volume” | the amount of non-negotiable chips wagered and lost by the rolling chip market segment | |
“rolling chip win rate” | rolling chip table games win (calculated before discounts, commissions, non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis) as a percentage of rolling chip volume | |
“slot machine” | traditional slot or electronic gaming machine operated by a single player | |
“subconcession” | an agreement for the operation of games of fortune and chance in casinos between the entity holding the concession, or the concessionaire, and a |
subconcessionaire, pursuant to which the subconcessionaire is authorized to operate games of fortune and chance in casinos in Macau | ||
“table games win” | the amount of wagers won net of wagers lost on gaming tables that is retained and recorded as casino revenues. Table games win is calculated before discounts, commissions, non-discretionary incentives (including our point-loyalty programs) and allocating casino revenues related to goods and services provided to gaming patrons on a complimentary basis | |
“VIP gaming room” | gaming rooms or areas that have restricted access to rolling chip patrons and typically offer more personalized service than the general mass market gaming areas |
• | our goals and strategies; |
• | the material impact of the global COVID-19 outbreak on our business, financial results and liquidity, which could worsen and persist for an unknown duration; |
• | the reduced access to our target markets due to travel restrictions, and the potential long-term impact on customer retention; |
• | restrictions or conditions on visitation by citizens of the PRC to Macau, the Philippines and Cyprus, including in connection with the COVID-19 outbreak, with respect to which we are unable to predict when all, or any of, such travel restrictions will be eased, or the period of time required for tourism to return to pre-pandemic levels (if at all); |
• | the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, such as the COVID-19 outbreak, extreme weather patterns or natural disasters, military conflicts and any future security alerts and/or terrorist attacks or other acts of violence; |
• | general domestic or global political and economic conditions, including in the PRC and Hong Kong, which may impact levels of travel, leisure and consumer spending; |
• | our ability to successfully operate our casinos; |
• | our ability to obtain an extension of our Macau gaming subconcession until December 31, 2022 and successfully tender for a new gaming concession in Macau; |
• | our ability to obtain or maintain all required governmental approvals, authorizations and licenses for our operations; |
• | our compliance with conditions and covenants under the existing and future indebtedness; |
• | laws, rules and regulations which could bar the trading of the American depositary shares of our company and of SCI in the United States such as the Holding Foreign Companies Accountable Act and the rules promulgated thereunder; |
• | capital and credit market volatility; |
• | our ability to raise additional capital, if and when required; |
• | our future business development, results of operations and financial condition; |
• | the expected growth of the gaming and leisure market in Macau, the Philippines and Cyprus; |
• | the liberalization of travel restrictions on PRC citizens and convertibility of the Renminbi; |
• | the tightened control of certain cross-border fund transfers from the PRC; |
• | the availability of credit for gaming patrons; |
• | the uncertainty of tourist behavior related to spending and vacationing at casino resorts in Macau, the Philippines and Cyprus; |
• | fluctuations in occupancy rates and average daily room rates in Macau and the Philippines; |
• | our ability to continue to develop new technologies and/or upgrade our existing technologies; |
• | cybersecurity risks including misappropriation of customer information or other breaches of information security; |
• | our ability to protect our intellectual property rights; |
• | increased competition from other casino hotel and resort projects in Macau and elsewhere in Asia, including the concessionaires (Sociedade de Jogos de Macau, S.A., or SJM, Wynn Resorts (Macau) S.A., or Wynn Macau, Galaxy Casino, S.A., or Galaxy) and subconcessionaires (including MGM Grand Paradise, S.A., or MGM Grand, and Venetian Macau Limited, or Venetian Macau) in Macau; |
• | our ability to develop the additional land on which Studio City is located in accordance with Studio City land concession requirements, our business plan, completion time and within budget; |
• | our development of City of Dreams Mediterranean and our entering into new development and construction projects and new ventures in or outside of Macau, the Philippines or Cyprus; |
• | construction cost estimates for our development projects, including projected variances from budgeted costs; |
• | government policies, laws and regulations relating to the leisure and gaming industry, including proposed amendments to the gaming law, the extension of current concessions and subconcessions contracts and the tender for new gaming concessions in Macau, and the legalization of gaming in other jurisdictions; |
• | significantly increased regulatory scrutiny on Macau gaming promoters’ operations that has resulted in the cessation of business of many gaming promoters in Macau; |
• | the completion of infrastructure projects in Macau, the Philippines and Cyprus; |
• | our ability to retain and increase our customers; |
• | our ability to offer new services and attractions; |
• | the outcome of any current and future litigation; and |
• | other factors described under “Item 3. Key Information — D. Risk Factors.” |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
• | Risks relating to the COVID-19 outbreak and other epidemics and pandemics. |
• | Risks relating to our significant projects in various phases of development, including construction risks. |
• | Risks relating to generating a substantial portion of revenues and cash from Macau and the Philippines. |
• | Risks relating to operating in a highly regulated industry, including complying with regulatory requirements for and restrictions on the development of Studio City and City of Dreams Mediterranean. |
• | Risks relating to regional political, social, economic and legal and regulatory risks in Macau, the Philippines and Cyprus, and uncertainties in the legal systems in the PRC. |
• | Risks relating to us being delisted from the Nasdaq and SCI being delisted from the New York Stock Exchange if the PCAOB continues to be unable to inspect our independent registered public accounting firm for three years. |
• | Risks relating to inadequate transportation infrastructure that may hinder increase in visitation to our properties |
• | Risks relating to natural disasters and extreme weather phenomena. |
• | Risks relating to facing intense competition. |
• | Risks relating to dependence on the continued efforts of our senior management and retaining qualified personnel. |
• | Risks relating to inadequate insurance coverage. |
• | Risks relating to operating in the gaming industry, including risk of cheating and counterfeiting, inability to collect receivables from credit customers. |
• | Risks relating to mergers, acquisitions, strategic transactions, investments and developing new branded products or entering into new business lines. |
• | Risks relating to fluctuations in currency exchange rates of currencies used in our business and availability of credit. |
• | Risks relating to failure to comply with anti-corruption laws and anti-money laundering policies. |
• | Risks relating to cybersecurity risks and failure to protect the integrity and security of data, including customer information. |
• | Risks relating to having a significant majority of operations in Macau, uncertainties in the legal systems in the PRC, and policies, campaigns and measures adopted by the PRC and/or Macau governments from time to time. |
• | Risks relating to protection or alleged infringement of intellectual property rights. |
• | Risks relating to environmental, social and governance and sustainability related concerns |
• | Risks relating to the Melco Resorts Macau’s Subconcession Contract. |
• | Risks relating to restrictions on export of Renminbi. |
• | Risks relating to adverse changes or developments in gaming laws or other regulations in Macau. |
• | Risks relating to limits on the maximum number of gaming tables in Macau. |
• | Risks related to tenancy relationships as the land and buildings comprising the site of City of Dreams Manila are leased. |
• | Risks relating to the regulatory requirements for and restrictions on the operation of City of Dreams Manila. |
• | Risks relating to a suspension of VIP gaming operations at City of Dreams Manila under certain circumstances. |
• | Risks relating to the continued partnership and cooperation of The Cyprus Phassouri (Zakaki) Limited for the operation of our Cyprus casinos. |
• | Risks relating to the regulatory requirements for and restrictions on our operations in Cyprus and the development of City of Dreams Mediterranean. |
• | Risks relating to the substantial influence our controlling shareholder has over us. |
• | Risks relating to competing with Melco International on casino projects. |
• | Risks relating to SCI’s ability to remain in compliance with the New York Stock Exchange requirements for its continued listing. |
• | Risks relating to our current, projected and potential future indebtedness and our need for additional financing. |
• | Risks relating to the inability to generate sufficient cash flow to meet our debt service obligations. |
• | Risks relating to compliance with credit facilities and debt instruments. |
• | fulfill conditions precedent to draw down or roll over funds from current and future credit facilities; |
• | respond to economic uncertainties, including the social and economic disruptions caused by the COVID-19 outbreak; |
• | comply with covenants under our existing and future debt issuances and credit facilities; |
• | raise additional capital, as required; |
• | respond to changing financing requirements; |
• | operate, support, expand and develop our operations and our facilities; |
• | attract and retain customers and qualified employees; |
• | maintain effective control of our operating costs and expenses; |
• | maintain internal personnel, systems, controls and procedures to assure compliance with the extensive regulatory requirements applicable to the gaming business as well as regulatory compliance as a public company; |
• | respond to competitive and/or deteriorating market conditions; |
• | respond to changes in our regulatory environment and government policies; and |
• | renew or extend leases or right to use agreements for existing Mocha Clubs or identify suitable locations and enter into new leases or right to use agreements for new Mocha Clubs or existing Mocha Clubs which we may relocate. |
• | changes in Macau, the PRC and Philippine laws and regulations, including gaming laws and regulations or interpretations thereof, as well as the PRC travel and visa policies; |
• | dependence on the gaming, tourism and leisure market in Macau and the Philippines; |
• | limited diversification of businesses and sources of revenues; |
• | a decline in air, land or ferry passenger traffic to Macau or the Philippines from the PRC or other areas or countries due to higher ticket costs, fears concerning travel, travel restrictions or otherwise, including as a result of the outbreak of widespread health epidemics or pandemics, such as the outbreak of COVID-19; |
• | a decline in economic and political conditions in Macau, the PRC, the Philippines or Asia, or an increase in competition within the gaming industry in Macau, the Philippines or generally in Asia; |
• | inaccessibility to Macau or the Philippines due to inclement weather, road construction or closure of primary access routes; |
• | austerity measures imposed now or in the future by the governments in the PRC or other countries in Asia; |
• | tightened control of cross-border fund transfers, foreign exchange and/or anti-money laundering regulations or policies effected by the Chinese, Macau and/or Philippine governments; |
• | any enforcement or legal measures taken by the Chinese government to deter gaming activities and/or marketing thereof; |
• | natural and other disasters, including typhoons, earthquakes, volcano eruptions, outbreaks of infectious diseases, terrorism, violent criminal activities or disruption affecting Macau or the Philippines; |
• | lower than expected rate of increase or decrease in the number of visitors to Macau or the Philippines; |
• | relaxation of regulations on gaming laws in other regional economies that could compete with the Macau and the Philippine markets; |
• | government restrictions on growth of gaming markets, including policies on gaming table allocation and caps; and |
• | a decrease in gaming activities and other spending at our properties. |
• | changes to plans and specifications; |
• | engineering problems, including defective plans and specifications; |
• | disruptions to key supply markets, including shortages of, and price increases in, energy, materials and skilled and unskilled labor, and inflation, including any disruptions resulting from the COVID-19 outbreak; |
• | delays in obtaining or inability to obtain necessary permits, licenses and approvals; |
• | lack of sufficient, or delays in availability of, financing; |
• | changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects; |
• | labor disputes or work stoppages; |
• | shortage of qualified contractors and suppliers or inability to enter into definitive contracts with contractors with sufficient skills, financial resources and experience on commercially reasonable terms, or at all; |
• | disputes with, and defaults by, contractors and subcontractors and other counter-parties; |
• | personal injuries to workers and other persons; |
• | environmental, health and safety issues, including site accidents and the spread or outbreak of infectious diseases, such as the ongoing COVID-19 outbreak; |
• | weather interferences or delays; |
• | fires, typhoons and other natural disasters; |
• | geological, construction, excavation, regulatory and equipment problems; and |
• | other unanticipated circumstances or cost increases. |
• | changes in Macau’s and the PRC’s political, economic and social conditions, including any slowdown in economic growth in the PRC; |
• | tightening of travel or visa restrictions to Macau or from the PRC, including due to the outbreak of infectious disease, such as the COVID-19 outbreak, or austerity measures which may be imposed by the Chinese government; |
• | measures that may be introduced to control inflation, such as interest rate increases or bank account withdrawal controls; and |
• | changes in the tax laws and regulations. |
• | additional costs for complying with local laws, rules, regulations and policies as well as other local practices and customs in new markets, including establishing business and regulatory compliance programs; |
• | currency exchange rate fluctuations or currency restructurings; |
• | limitations or penalties on the repatriation of earnings; |
• | unforeseen changes in regulatory requirements; |
• | uncertainties as to local laws and enforcement of contract and intellectual property rights; and |
• | changes in government, economic and political policies and conditions, political or civil unrest, acts of terrorism or the threat of international boycotts. |