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United States securities and exchange commission logo
September 23, 2022
Geoffrey Davis
Chief Financial Officer
Melco Resorts & Entertainment LTD
38th Floor, The Centrium, 60 Wyndham Street
Central, Hong Kong
Re: Melco Resorts &
Entertainment LTD
Form 20-F for the
Year Ended December 31, 2021
Filed on March 31,
2022
File No. 001-33178
Dear Mr. Davis:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
General
1. We note that
substantially all of your officers and directors are located outside of the
United States. Please
create a separate Enforceability of Civil Liabilities section for the
discussion of the
enforcement risks related to civil liabilities due to your officers and
directors being located
in China, Hong Kong, Macau or other locations. Please identify
each officer and/or
director located in China, Hong Kong or Macau and disclose that it
will be more difficult
to enforce liabilities and enforce judgments on those individuals.
For example, revise to
discuss more specifically the limitations on investors being able to
effect service of
process and enforce civil liabilities in China, lack of reciprocity and
treaties, and cost and
time constraints. Please also revise the risk factor You may have
difficulty enforcing
judgments obtained against us on page 77 to expand this risk to
contain disclosures
consistent with the separate section.
Geoffrey Davis
FirstName LastNameGeoffrey
Melco Resorts & EntertainmentDavis
LTD
Comapany 23,
September NameMelco
2022 Resorts & Entertainment LTD
September
Page 2 23, 2022 Page 2
FirstName LastName
Item 3. Key Information, page 12
2. At the outset of Item 3, please disclose prominently in this section
that you are not a
Chinese operating company but a Cayman Islands holding company with
operations
conducted by your subsidiaries based in China (including Hong Kong and
Macau).
3. Please provide prominent disclosure in this section about the legal
and operational risks
associated with being based in China and a majority of your operations
in China. Your
disclosure should make clear whether these risks could result in a
material change in your
operations and/or the value of your securities or could significantly
limit or completely
hinder your ability to offer or continue to offer securities to
investors and cause the value
of such securities to significantly decline or be worthless. Your
disclosure should address
how recent statements and regulatory actions by China s government,
such as those
related to data security or anti-monopoly concerns, have or may impact
the company s
ability to conduct its business, accept foreign investments, or list
on a U.S. or other
foreign exchange. Please disclose whether your auditor is subject to
the determinations
announced by the PCAOB on December 16, 2021 and whether and how the
Holding
Foreign Companies Accountable Act and related regulations will affect
your company.
4. Provide a description of how cash is transferred through your
organization. Quantify any
cash flows and transfers of other assets by type that have occurred
between the holding
company and its subsidiaries, and direction of transfer. Quantify any
dividends or
distributions that a subsidiary have made to the holding company and
which entity made
such transfer, and their tax consequences. Similarly quantify
dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your
disclosure should
make clear if no transfers, dividends, or distributions have been made
to date. Describe
any restrictions on foreign exchange and your ability to transfer cash
between entities,
across borders, and to U.S. investors. Describe any restrictions and
limitations on your
ability to distribute earnings from the company, including your
subsidiaries to the parent
company and U.S. investors as well as the ability to settle amounts
owed.
5. Please disclose the risks that being based in or having the majority
of the company s
operations in China poses to investors. In particular, describe the
significant regulatory,
liquidity, and enforcement risks with cross-references to the more
detailed discussion of
these risks in the annual report. For example, specifically discuss
risks arising from the
legal system in China, including risks and uncertainties regarding the
enforcement of laws
and that rules and regulations in China can change quickly with little
advance notice; and
the risk that the Chinese government may intervene or influence your
operations at any
time, or may exert more control over offerings conducted overseas
and/or foreign
investment in China-based issuers, which could result in a material
change in your
operations and/or the value of your securities. Acknowledge any risks
that any actions by
the Chinese government to exert more oversight and control over
offerings that are
conducted overseas and/or foreign investment in China-based issuers
could significantly
Geoffrey Davis
FirstName LastNameGeoffrey
Melco Resorts & EntertainmentDavis
LTD
Comapany 23,
September NameMelco
2022 Resorts & Entertainment LTD
September
Page 3 23, 2022 Page 3
FirstName LastName
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless.
6. Please disclose in this section each permission or approval that you
or your subsidiaries
are required to obtain from Chinese authorities to operate your
business and to offer
securities to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve your operations, and state affirmatively whether
you have received all
requisite permissions or approvals and whether any permissions or
approvals have been
denied. Please also describe the consequences to you and your
investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
7. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021. Additionally, expand your disclosure
to discuss that
the United States Senate passed the Accelerating Holding Foreign
Companies
Accountable Act, which, if enacted, would decrease the number of
non-inspection years
from three years to two, thus reducing the time period before your
securities may be
prohibited from trading or delisted.
Risk Factors, page 13
8. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list or traded on a
foreign exchange, please revise your disclosure to explain how this
oversight impacts your
business, any offering of securities, and to what extent you believe
that you are compliant
with the regulations or policies that have been issued by the CAC to
date.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Geoffrey Davis
Melco Resorts & Entertainment LTD
September 23, 2022
Page 4
You may contact Ameen Hamady at 202-551-3891 or Mark Rakip at
202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Victor Rivera Melandez at 202-551-4182 or David Link at 202-551-3356
with any other
questions.
FirstName LastNameGeoffrey Davis Sincerely,
Comapany NameMelco Resorts & Entertainment LTD
Division of
Corporation Finance
September 23, 2022 Page 4 Office of Real Estate
& Construction
FirstName LastName