Melco Resorts & Entertainment Announces Privately-Negotiated Share Repurchase

Melco Resorts & Entertainment Announces Privately-Negotiated Share Repurchase

Melco Resorts & Entertainment Limited (Nasdaq: NASDAQ: MLCO ) (the “Company”), a developer, owner and operator of integrated resort facilities in Asia and Europe, today announces that it has entered into a share repurchase agreement with Melco International Development Limited (“MIDL”) and Melco Leisure and Entertainment Group Limited (“Melco Leisure”), a wholly-owned subsidiary of MIDL, pursuant to which the Company will repurchase 40,373,076 of the Company’s ordinary shares from Melco Leisure (the “Transaction”). The aggregate purchase price is US$169,836,073.04, which represents a per share price of approximately US$4.2067 (equivalent to US$12.62 per American depositary share of the Company, each representing three ordinary shares). Closing of the Transaction is subject to the satisfaction of customary conditions. At the closing of the Transaction, the facility agreement with MIDL pursuant to which a US$250.0 million revolving loan facility was granted by the Company as lender to Melco International as borrower will also be terminated following the settlement of all amounts due thereunder by MIDL to the Company. A repayment of US$200 million by MIDL to the Company was already made in January 2023. In addition to the privately-negotiated Transaction, the Company’s previously announced US$500 million share repurchase program remains in effect, of which approximately US$412 million remains available for future repurchases under the program.

Entry into the share repurchase agreement in respect of the Transaction was unanimously approved by the disinterested members of the Audit and Risk Committee of the Company. The Audit and Risk Committee engaged independent financial and legal advisors to assist in its evaluation process.

Prior to the Transaction, Melco Leisure owned approximately 727.7 million shares, or approximately 53.1%, of the Company’s outstanding shares. Following the Transaction, Melco Leisure will own approximately 687.4 million shares, which, following the cancellation of the repurchased shares, will represent approximately 51.7% of the Company’s outstanding shares. The Company will continue to be a subsidiary of MIDL, and the financial results of the Company will continue to be consolidated in the financial statements of MIDL.

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