Melco Resorts & Entertainment chairman and CEO Lawrence Ho has transferred 26.44 million ordinary shares in the casino operator to an irrevocable, professionally managed trust as part of what company filings described as a generational wealth planning exercise.
The gift reduced Ho’s reported beneficial ownership in Melco Resorts from 58.5 percent to 56.3 percent, but did not change his majority control of the company, according to filings with the US Securities and Exchange Commission (SEC).
The transfer, completed on September 16th, comprised 16.51 million shares held directly by Ho and another 9.93 million held through Black Spade Capital. The transaction was reported as a gift with no consideration.
The 26.44 million shares represented approximately 2.2 percent of Melco Resorts’ 1.22 billion outstanding ordinary shares. They are equivalent to about 8.81 million American depositary shares, with each Nasdaq-listed Melco Resorts ADS representing three ordinary shares.
The filings described the recipient as an ‘irrevocable, professionally-managed trust,’ but did not identify the trustee, beneficiaries or jurisdiction of the trust.
Before the transfer, Ho was deemed to beneficially own 713.8 million Melco Resorts shares, representing 58.5 percent of the company, according to a Schedule 13D amendment filed in July.
The latest amendment reports his beneficial ownership at 687.36 million shares, or 56.3 percent. That stake is held by Melco Leisure and Entertainment Group Limited, a wholly owned subsidiary of Hong Kong-listed Melco International Development Limited.
Ho is deemed to hold approximately 61.4 percent of Melco International through direct holdings, associated companies and trusts, and shares held by his spouse, the filing showed.
Melco Leisure’s 56.3 percent stake in Melco Resorts remains unchanged, allowing the controlling shareholders to elect a majority of the casino operator’s board. Three of Melco Resorts’ seven directors are current officers or board members of Melco International or Melco Leisure, according to the filing.
Ho also continues to hold 8.8 million unvested restricted Melco Resorts shares granted under the company’s 2021 Share Incentive Plan. The shares will be delivered upon vesting.
