Lawrence Ho Moves 26.44M Melco Resorts Shares Into Trust

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.

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Company filings described the transaction as part of a generational wealth planning exercise. The transfer was completed on September 16 and was reported as a gift with no consideration.

The move reduced Ho’s reported beneficial ownership in Melco Resorts from 58.5% to 56.3%. However, the transaction did not change his majority control of the company.

The shares transferred represented around 2.2% of Melco Resorts’ 1.22 billion outstanding ordinary shares.

The filing described the recipient as an irrevocable trust managed by professionals. However, it did not identify the trustee, beneficiaries, or the jurisdiction in which the trust was established.

Shares Came From 2 Holdings

The 26.44 million shares included 16.51 million ordinary shares held directly by Ho.

Another 9.93 million shares were held through Black Spade Capital. These shares were gifted to the trust altogether.

The 26.44 million ordinary shares translate to about 8.81 million ADSs. An NASDAQ-listed Melco Resorts’ ADS is equal to 3 ordinary shares.

This information is found in the documents filed with the U.S. Securities and Exchange Commission, or SEC.

Ho was considered to beneficially own 713.8 million ordinary shares of Melco Resorts prior to the gift. He had 58.5% of the casino company’s equity, as revealed in a July amendment to Schedule 13D.

The most recent amendment reveals that he beneficially owned 687.36 million shares, equal to 56.3% of Melco Resorts.

Majority Control Remains in Place

The transfer did not affect the controlling position held by Ho and the company’s main shareholders.

The 56.3% stake in Melco Resorts is held by Melco Leisure and Entertainment Group Limited. Melco Leisure is a wholly owned subsidiary of Hong Kong-listed Melco International Development Limited.

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Melco Leisure’s 56.3% ownership of Melco Resorts remains unchanged. This stake allows the controlling shareholders to elect a majority of the casino operator’s board.

According to the filing, 3 of Melco Resorts’ 7 directors are current officers or board members of Melco International or Melco Leisure.

The information shows that the share transfer changed Ho’s personal reported beneficial ownership but did not alter the ownership position held through Melco Leisure.

The company’s control structure remains the same following the gift of shares to the trust.

Ho’s Interest in Melco International

Ho is also deemed to hold around 61.4% of Melco International Development Limited.

His interest in the Hong Kong-listed company is held through direct shareholdings, associated companies, trusts, and shares owned by his spouse, according to the filing.

Melco International is the holding company for Melco Leisure. And Melco Leisure is the company that holds the 56.3% equity interest in Melco Resorts.

Although Ho’s beneficial ownership in Melco Resorts has fallen from 58.5% to 56.3%, he still controls Melco Resorts.

The filing did not provide any additional details about the wealth planning arrangement or the people connected to the irrevocable trust.

Unvested Shares Remain With Ho

Ho also continues to hold 8.8 million unvested restricted Melco Resorts shares granted under the company’s 2021 Share Incentive Plan.

These shares will be delivered when they vest. The filing did not provide further details regarding the vesting schedule.

The transfer of 26.44 million shares was described as a generational wealth planning transaction. It involved a direct holding and shares held through Black Spade Capital.

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Source: Asia Gaming Brief