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Annual Report 2014

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Annual Report 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number 001-33178 MELCO CROWN ENTERTAINMENT LIMITED (Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong (Address of principal executive offices) Desmond Wong Kar Pang, Director, Financial Compliance Tel +852 2598 3600, Fax +852 2537 3618 36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered American depositary shares The NASDAQ Stock Market LLC each representing three ordinary shares (The NASDAQ Global Select Market) Securities registered or to be registered pursuant to Section 12(g) of the Act: None. (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None. (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 1,633,701,920 ordinary shares outstanding as of December 31, 2014 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP È International Financial Reporting Standards as issued Other ‘ by the International Accounting Standards Board ‘ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ‘ Item 18 ‘ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ‘ No ‘ TABLE OF CONTENTS Page INTRODUCTION 1 GLOSSARY 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 PART I 8 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 9 A. SELECTED FINANCIAL DATA 9 B. CAPITALIZATION AND INDEBTEDNESS 12 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 12 D. RISK FACTORS 13 ITEM 4. INFORMATION ON THE COMPANY 52 A. HISTORY AND DEVELOPMENT OF THE COMPANY 52 B. BUSINESS OVERVIEW 53 C. ORGANIZATIONAL STRUCTURE 78 D. PROPERTY, PLANT AND EQUIPMENT 79 ITEM 4A. UNRESOLVED STAFF COMMENTS 79 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 79 A. OPERATING RESULTS 79 B. LIQUIDITY AND CAPITAL RESOURCES 98 C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. 105 D. TREND INFORMATION 105 E. OFF-BALANCE SHEET ARRANGEMENTS 106 F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS 106 G. SAFE HARBOR 107 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 108 A. DIRECTORS AND SENIOR MANAGEMENT 108 B. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 113 C. BOARD PRACTICES 115 D. EMPLOYEES 120 E. SHARE OWNERSHIP 121 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 146 A. MAJOR SHAREHOLDERS 146 i Page B. RELATED PARTY TRANSACTIONS 149 C. INTERESTS OF EXPERTS AND COUNSEL 149 ITEM 8. FINANCIAL INFORMATION 149 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 149 B. SIGNIFICANT CHANGES 150 ITEM 9. THE OFFER AND LISTING 151 A. OFFERING AND LISTING DETAILS 151 B. PLAN OF DISTRIBUTION 151 C. MARKETS 151 D. SELLING SHAREHOLDERS 152 E. DILUTION 152 F. EXPENSES OF THE ISSUE 152 ITEM 10. ADDITIONAL INFORMATION 152 A. SHARE CAPITAL 152 B. MEMORANDUM AND ARTICLES OF ASSOCIATION 152 C. MATERIAL CONTRACTS 152 D. EXCHANGE CONTROLS 152 E. TAXATION 153 F. DIVIDENDS AND PAYING AGENTS 158 G. STATEMENT BY EXPERTS 158 H. DOCUMENTS ON DISPLAY 158 I. SUBSIDIARY INFORMATION 159 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 159 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 160 A. DEBT SECURITIES 160 B. WARRANTS AND RIGHTS 160 C. OTHER SECURITIES 161 D. AMERICAN DEPOSITORY SHARES 161 PART II 162 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 162 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 162 ITEM 15. CONTROLS AND PROCEDURES 162 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 163 ii Page ITEM 16B. CODE OF ETHICS 163 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 163 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 164 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 164 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 164 ITEM 16G. CORPORATE GOVERNANCE 164 ITEM 16H. MINE SAFETY DISCLOSURE 165 PART III 165 ITEM 17. FINANCIAL STATEMENTS 165 ITEM 18. FINANCIAL STATEMENTS 165 ITEM 19. EXHIBITS 166 SIGNATURES 174 EXHIBIT INDEX 175 iii INTRODUCTION In this annual report on Form 20-F, unless otherwise indicated: • “2010 Senior Notes” refers to the US$600 million aggregate principal amount of 10.25% senior notes due 2018 issued by MCE Finance on May 17, 2010 and fully redeemed on March 28, 2013; • “2011 Credit Facilities” refers to the credit facilities entered into pursuant to an amendment agreement dated June 22, 2011, as amended from time to time, between, among others, Melco Crown Macau, Deutsche Bank AG, Hong Kong Branch as agent and DB Trustees (Hong Kong) Limited as security agent, comprising a term loan facility and a revolving credit facility, for a total amount of HK$9.36 billion (equivalent to approximately US$1.2 billion); • “2013 Senior Notes” refers to the US$1.0 billion aggregate principal amount of 5.00% senior notes due 2021 issued by MCE Finance on February 7, 2013; • “2013 Top-up Placement” refers to the placing and top-up subscription of 981,183,700 MCP shares (including over allotment option) conducted by MCP in April 2013, which raised approximately US$338.5 million as net proceeds; • “2014 Top-up Placement” refers to the placing and top-up subscription of 485,177,000 MCP shares conducted by MCP in June 2014, which raised approximately US$122.2 million as net proceeds; • “ADSs” refers to our American depositary shares, each of which represents three ordinary shares; • “Aircraft Term Loan” refers to the US$43.0 million term loan credit facility entered into by MCE Transportation in June 2012 for the purpose of funding the acquisition of an aircraft; • “Altira Developments” refers to our subsidiary, Altira Developments Limited, a Macau company through which we hold the land and building for Altira Macau; • “Altira Hotel” refers to our subsidiary, Altira Hotel Limited, a Macau company through which we currently operate the hotel and other non-gaming businesses at Altira Macau; • “Altira Macau” refers to an integrated casino and hotel development that caters to Asian rolling chip customers, which opened in May 2007 and owned by Altira Developments; • “Articles” refers to our amended and restated memorandum and articles of association adopted on May 23, 2012; • “board” refers to the board of directors of our Company or a duly constituted committee thereof; • “China” and “PRC” refer to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan from a geographical point of view; • “City of Dreams” refers to a casino, hotel, retail and entertainment
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