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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/23 Studio City Int’l Holdings Ltd. 20-F 12/31/22 114:10M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 2.78M
Non-Canadian Issuer
2: EX-2.14 Plan of Acquisition, Reorganization, Arrangement, HTML 75K
Liquidation or Succession
3: EX-4.19 Instrument Defining the Rights of Security Holders HTML 207K
4: EX-4.20 Instrument Defining the Rights of Security Holders HTML 50K
5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 34K
8: EX-13.1 Annual or Quarterly Report to Security Holders HTML 33K
9: EX-13.2 Annual or Quarterly Report to Security Holders HTML 33K
6: EX-12.1 Statement re: the Computation of Ratios HTML 37K
7: EX-12.2 Statement re: the Computation of Ratios HTML 37K
10: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 31K
16: R1 Cover Page HTML 110K
17: R2 Consolidated Balance Sheets HTML 145K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
19: R4 Consolidated Statements of Operations HTML 147K
20: R5 Consolidated Statements of Operations HTML 57K
(Parenthetical)
21: R6 Consolidated Statements of Comprehensive (Loss) HTML 50K
Income
22: R7 Consolidated Statements of Equity HTML 56K
23: R8 Consolidated Statements of Cash Flows HTML 134K
24: R9 Organization and Business HTML 54K
25: R10 Summary of Significant Accounting Policies HTML 111K
26: R11 Cash, Cash Equivalents and Restricted Cash HTML 46K
27: R12 Accounts Receivable HTML 49K
28: R13 Property and Equipment, Net HTML 52K
29: R14 Intangible Assets, Net HTML 47K
30: R15 Long-Term Prepayments, Deposits and Other Assets HTML 46K
31: R16 Land Use Right, Net HTML 40K
32: R17 Accrued Expenses and Other Current Liabilities HTML 44K
33: R18 Long-Term Debt, Net HTML 99K
34: R19 Leases HTML 67K
35: R20 Fair Value Measurements HTML 42K
36: R21 Capital Structure HTML 38K
37: R22 Income Taxes HTML 119K
38: R23 Share-Based Compensation HTML 47K
39: R24 Employee Benefit Plans HTML 39K
40: R25 Distribution of Profits HTML 37K
41: R26 Commitments and Contingencies HTML 41K
42: R27 Related Party Transactions HTML 63K
43: R28 Segment Information HTML 39K
44: R29 Subsequent Events HTML 36K
45: R30 Additional Information - Financial Statement HTML 139K
Schedule 1 Financial Information of Parent Company
46: R31 Schedule 1 - Financial Information of Parent HTML 38K
Company Additional Information
47: R32 Summary of Significant Accounting Policies HTML 163K
(Policies)
48: R33 Summary of Significant Accounting Policies HTML 50K
(Tables)
49: R34 Cash, Cash Equivalents and Restricted Cash HTML 46K
(Tables)
50: R35 Accounts Receivable (Tables) HTML 50K
51: R36 Property and Equipment, Net (Tables) HTML 46K
52: R37 Intangible Assets, Net (Tables) HTML 47K
53: R38 Long-Term Prepayments, Deposits and Other Assets HTML 45K
(Tables)
54: R39 Land Use Right, Net (Tables) HTML 39K
55: R40 Accrued Expenses and Other Current Liabilities HTML 43K
(Tables)
56: R41 Long-Term Debt, Net (Tables) HTML 60K
57: R42 Leases (Tables) HTML 70K
58: R43 Income Taxes (Tables) HTML 115K
59: R44 Share-Based Compensation (Tables) HTML 44K
60: R45 Related Party Transactions (Tables) HTML 57K
61: R46 ORGANIZATION AND BUSINESS - Additional Information HTML 61K
(Detail)
62: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 48K
Schedule of Estimated Useful Lives of Property and
Equipment (Detail)
63: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 44K
Schedule of Basic And Diluted Net (Loss) Income
(Detail)
64: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 67K
Additional Information (Detail)
65: R50 Cash, Cash Equivalents and Restricted Cash HTML 47K
(Detail)
66: R51 ACCOUNTS RECEIVABLE - Components of Accounts HTML 42K
Receivable (Detail)
67: R52 ACCOUNTS RECEIVABLE - Movement in Allowances for HTML 42K
Credit Losses (Detail)
68: R53 PROPERTY AND EQUIPMENT, NET - Components of HTML 51K
Property and Equipment, Net (Detail)
69: R54 PROPERTY AND EQUIPMENT, NET - Additional HTML 45K
Information (Detail)
70: R55 INTANGIBLE ASSETS, NET - Additional Information HTML 36K
(Detail)
71: R56 INTANGIBLE ASSETS, NET - Schedule of Finite-Lived HTML 41K
Intangible Assets, Net (Detail)
72: R57 INTANGIBLE ASSETS, NET -Schedule of Finite-Lived HTML 41K
Intangible Assets, Future Amortization Expense
(Detail)
73: R58 LONG-TERM PREPAYMENTS, DEPOSITS AND OTHER ASSETS - HTML 35K
Additional Information (Detail)
74: R59 LONG-TERM PREPAYMENTS, DEPOSITS AND OTHER ASSETS - HTML 50K
Summary Of Long-term prepayments, deposits and
other assets (Detail)
75: R60 LAND USE RIGHT, NET - Schedule of Land Use Right, HTML 38K
Net (Detail)
76: R61 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - HTML 48K
Schedule of Accrued Expenses and Other Current
Liabilities (Detail)
77: R62 LONG-TERM DEBT, NET - Summary of Long-term Debt, HTML 51K
Net (Detail)
78: R63 LONG-TERM DEBT, NET - Summary of Long-term Debt, HTML 52K
Net (Parenthetical) (Detail)
79: R64 Long-Term Debt, Net (2022 7.000% Studio City HTML 52K
Secured Notes) - Additional Information (Detail)
80: R65 Long-Term Debt, Net (2021 5.000% Studio City HTML 58K
Notes) - Additional Information (Detail)
81: R66 Long-Term Debt, Net (2020 Studio City Notes) - HTML 60K
Additional Information (Detail)
82: R67 Long-Term Debt, Net (2016 Studio City Credit HTML 69K
Facilities) - Additional Information (Detail)
83: R68 Long-Term Debt, Net - Borrowing Rates of Long-term HTML 34K
Debt - Additional Information (Detail)
84: R69 LONG-TERM DEBT, NET - Scheduled Maturities of HTML 53K
Long-Term Debt (Excluding Unamortized Deferred
Financing Costs and Original Issue Premiums)
(Detail)
85: R70 LEASES -Summary of components of lease cost HTML 41K
(Detail)
86: R71 LEASES - Disclosure of other information related HTML 38K
to lease terms and discount rates (Detail)
87: R72 LEASES - Summary of maturities of operating lease HTML 57K
liabilities (Detail)
88: R73 LEASES - Summary of future minimum fees, excluding HTML 48K
the contingent fees to be received under
non-cancellable operating leases (Detail)
89: R74 LEASES - Additional Information (Detail) HTML 48K
90: R75 FAIR VALUE MEASUREMENTS - Additional Information HTML 37K
(Detail)
91: R76 CAPITAL STRUCTURE - Additional Information HTML 65K
(Detail)
92: R77 INCOME TAXES - Schedule of Loss before Income Tax HTML 39K
(Detail)
93: R78 INCOME TAXES - Summary of Income Tax Expense HTML 54K
(Benefit) (Detail)
94: R79 INCOME TAXES - Income Tax Expense (Benefit) from HTML 59K
Loss Before Income Tax (Detail)
95: R80 INCOME TAXES - Additional Information (Detail) HTML 70K
96: R81 INCOME TAXES - Schedule of Net Deferred Tax HTML 58K
Liabilities (Detail)
97: R82 SHARE-BASED COMPENSATION - Summary of share-based HTML 40K
compensation expenses (Detail)
98: R83 EMPLOYEE BENEFIT PLANS - Additional Information HTML 34K
(Detail)
99: R84 DISTRIBUTION OF PROFITS - Additional Information HTML 45K
(Detail)
100: R85 COMMITMENTS AND CONTINGENCIES - Additional HTML 44K
Information (Detail)
101: R86 RELATED PARTY TRANSACTIONS - Schedule of Related HTML 78K
Party Transactions (Detail)
102: R87 RELATED PARTY TRANSACTIONS - Schedule of Related HTML 44K
Party Transactions (Parenthetical) (Detail)
103: R88 RELATED PARTY TRANSACTIONS - Additional HTML 45K
Information (Detail)
104: R89 Additional Information - Financial Statement HTML 124K
Schedule 1 - Financial Information of Parent
Company Condensed Balance Sheets (Detail)
105: R90 Additional Information - Financial Statement HTML 51K
Schedule 1 - Financial Information of Parent
Company Condensed Balance Sheets (Parenthetical)
(Detail)
106: R91 Additional Information - Financial Statement HTML 80K
Schedule 1 - Financial Information of Parent
Company Condensed Statements of Operations
(Detail)
107: R92 Additional Information - Financial Statement HTML 61K
Schedule 1 - Financial Information of Parent
Company Condensed Statements of Comprehensive Loss
(Detail)
108: R93 Additional Information - Financial Statement HTML 64K
Schedule 1 - Financial Information of Parent
Company Condensed Statements of Cash Flows
(Detail)
109: R94 FINANCIAL STATEMENT SCHEDULE 1 - FINANCIAL HTML 41K
INFORMATION OF PARENT COMPANY - Additional
Information (Detail)
112: XML IDEA XML File -- Filing Summary XML 216K
110: XML XBRL Instance -- d396626d20f_htm XML 1.98M
111: EXCEL IDEA Workbook of Financial Reports XLSX 185K
12: EX-101.CAL XBRL Calculations -- msc-20221231_cal XML 232K
13: EX-101.DEF XBRL Definitions -- msc-20221231_def XML 1.01M
14: EX-101.LAB XBRL Labels -- msc-20221231_lab XML 1.39M
15: EX-101.PRE XBRL Presentations -- msc-20221231_pre XML 1.26M
11: EX-101.SCH XBRL Schema -- msc-20221231 XSD 272K
113: JSON XBRL Instance as JSON Data -- MetaLinks 498± 810K
114: ZIP XBRL Zipped Folder -- 0001193125-23-086860-xbrl Zip 734K
| EX-4.20 |
Exhibit 4.20
Extension Agreement
This Extension Agreement (the “Extension”) is entered into by and between the entities named in Schedule A-1 hereto (each a “Studio City Party” and collectively, “Studio City Parties”), on the one hand, and the entities named in Schedule A-2 hereto (each a “Melco Resorts Party” and collectively, “Melco Resorts Parties”), on the other hand.
On this day of March 30, 2023, Studio City Parties and Melco Resorts Parties agree as follows:
RECITALS:
| A. | By a Master Services Agreement dated December 21, 2015, as amended from time to time (the “Master Services Agreement”), executed by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein), the Parties set out the terms and conditions that shall apply to certain services provided under Work Agreements (as defined therein) as better described in the Master Services Agreement; |
| B. | Pursuant to the Master Services Agreement, the following Work Agreements were executed (each an “Existing Work Agreement” and collectively, the “Existing Work Agreements”): (i) Work Agreement #1 entered into on December 21, 2015 by and between Studio City WA1 Parties (as defined therein) and Melco Crown WA1 Parties (as defined therein) regarding the Sale and Purchase of FFE, Inventory and Supplies; (ii) Work Agreement #2 entered into on December 21, 2015 by and between Studio City WA2 Parties (as defined therein) and Melco Crown WA2 Parties (as defined therein) regarding Corporate Services; (iii) Work Agreement #3 entered into on December 21, 2015 by and between Studio City WA3 Parties (as defined therein) and Melco Crown WA3 Parties (as defined therein) regarding Pay-as-Used Charges; (iv) Work Agreement #4 entered into on December 21, 2015 by and between Studio City WA4 Parties (as defined therein) and Melco Crown WA4 Parties (as defined therein) regarding Operational / Property Shared Services (Non-Gaming), Other Non-Gaming Charges; (v) Work Agreement #5 entered into on December 21, 2015 by and between Studio City WA5 Parties (as defined therein) and Melco Crown WA5 Parties (as defined therein) regarding Limousine Transportation Services; (vi) Work Agreement #6 entered into on December 21, 2015 by and between Studio City WA6 Parties (as defined therein) and Melco Crown WA6 Parties (as defined therein) regarding Aviation Services; (vii) Work Agreement #7 entered into on December 21, 2015 by and between Studio City WA7 Parties (as defined therein) and Melco Crown WA7 Parties (as defined therein) regarding Collection & Payment Services; and (viii) Work Agreement #8 entered into on December 21, 2015 by and between Melco Crown WA8 Parties (as defined therein) and Studio City WA8 Parties (as defined therein) regarding Limousine Transportation Services. |
| C. | The Parties have at all times since June 27, 2022 continued to treat the Master Services Agreement and the Existing Work Agreements as persisting by honoring the arrangements and performing their obligations contemplated thereunder in a manner consistent with such agreements. |
-1-
| 1) | Interpretation: |
In this Extension, unless otherwise defined herein or if the context otherwise requires, all terms defined or referred to in the Master Services Agreement and/or the Existing Work Agreements, as applicable, shall have the same meaning herein.
| 2) | Extension: |
The Parties hereby agree to extend the Term of the Master Services Agreement and of each Existing Work Agreement from June 27, 2022 until December 31, 2032 (both days inclusive) with all its terms and conditions unchanged.
| 3) | Effect of Extension: |
All other terms and conditions of the Master Services Agreement and of the Existing Work Agreements shall remain unchanged, provided that they are read in the context of this Extension and are construed accordingly.
| 4) | Governing Law and Resolution of Disputes: |
| a) | This Extension shall be governed by and construed under the laws of Hong Kong without regard to conflicts of laws principles that would require the application of any other law. |
| b) | All Disputes arising out of or in connection with this Extension shall be governed by the process set forth in Section 7.10 of the Master Services Agreement. |
[Signature Page Follows]
-2-
| Studio City International Holdings Limited
By: /s/ Kevin Richard Benning Name: Kevin Richard Benning Title: Senior Vice President |
Studio City Developments Limited
By: /s/ Donald Tateishi Name: Donald Tateishi Title: Director | |
| Studio City Entertainment Limited
By: /s/ Donald Tateishi Name: Donald Tateishi Title: Director |
Studio City Ventures Limited
By: /s/ Donald Tateishi Name: Donald Tateishi Title: Director | |
| Studio City Hotels Limited
By: /s/ Donald Tateishi Name: Donald Tateishi Title: Director |
Studio City Services Limited
By: /s/ Donald Tateishi Name: Donald Tateishi Title: Director | |
| Studio City Retail Services Limited
By: /s/ Donald Tateishi Name: Donald Tateishi Title: Director |
||
-3-
| COD Resorts Limited
By: /s/ Ines Nolasco Antunes Name: Ines Nolasco Antunes Title: Director |
MPEL Properties (Macau) Limited
By: /s/ Ines Nolasco Antunes Name: Ines Nolasco Antunes Title: Director | |
| Altira Resorts Limited
By: /s/ Ines Nolasco Antunes Name: Ines Nolasco Antunes Title: Director |
Melco Resorts Security Services Limited
By: /s/ Ines Nolasco Antunes Name: Ines Nolasco Antunes Title: Director | |
| Melco Resorts (Macau) Limited
By: /s/ Ines Nolasco Antunes Name: Ines Nolasco Antunes Title: Director |
Melco Resorts Travel Limited
By: /s/ Ines Nolasco Antunes Name: Ines Nolasco Antunes Title: Director | |
| Melco Resorts Services Limited
By: /s/ Stephanie Cheung Name: Stephanie Cheung Title: Authorized Signatory |
MCE Transportation Limited
By: /s/ Geoffrey Stuart Davis Name: Geoffrey Stuart Davis Title: Authorized Signatory | |
| Golden Future (Management Services) Limited
By: /s/ Ines Nolasco Antunes Name: Ines Nolasco Antunes Title: Director |
MCO Transportation Two Limited
By: /s/ Geoffrey Stuart Davis Name: Geoffrey Stuart Davis Title: Authorized Signatory | |
-4-
SCHEDULE A-1
List of Studio City Parties
| • | Studio City International Holdings Limited |
| • | Studio City Entertainment Limited |
| • | Studio City Hotels Limited |
| • | Studio City Retail Services Limited |
| • | Studio City Developments Limited |
| • | Studio City Ventures Limited |
| • | Studio City Services Limited |
-5-
SCHEDULE A-2
List of Melco Resorts Parties
| • | COD Resorts Limited |
| • | Altira Resorts Limited |
| • | Melco Resorts (Macau) Limited |
| • | Melco Resorts Services Limited |
| • | Golden Future (Management Services) Limited |
| • | MPEL Properties (Macau) Limited |
| • | Melco Resorts Security Services Limited |
| • | Melco Resorts Travel Limited |
| • | MCE Transportation Limited |
| • | MCO Transportation Two Limited |
-6-
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/32 | None on these Dates | |||
| Filed on: | 3/31/23 | |||
| 3/30/23 | ||||
| For Period end: | 12/31/22 | |||
| 6/27/22 | ||||
| 12/21/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Studio City Int’l Holdings Ltd. 20-F 12/31/23 109:11M Donnelley … Solutions/FA 11/30/23 Studio City Int’l Holdings Ltd. F-3/A 4:600K Donnelley … Solutions/FA 8/14/23 SEC UPLOAD¶ 9/12/23 2:39K Studio City Int’l Holdings Ltd. 7/27/23 SEC UPLOAD¶ 9/12/23 2:42K Studio City Int’l Holdings Ltd. 7/07/23 Studio City Int’l Holdings Ltd. F-3/A 4:596K Donnelley … Solutions/FA 6/15/23 SEC UPLOAD¶ 9/12/23 2:55K Studio City Int’l Holdings Ltd. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/22 Studio City Int’l Holdings Ltd. 20-F 12/31/21 114:15M Donnelley … Solutions/FA 3/31/21 Studio City Int’l Holdings Ltd. 20-F 12/31/20 114:16M Donnelley … Solutions/FA 3/29/19 Studio City Int’l Holdings Ltd. 20-F 12/31/18 97:9.8M Donnelley … Solutions/FA 10/09/18 Deutsche Bank Tr Co Americas/… Gp F-6 3:505K Studio City Int’l Holdings Ltd. White & Case LLP/FA 10/09/18 Studio City Int’l Holdings Ltd. F-1/A 9:6.4M Donnelley … Solutions/FA 9/07/18 Studio City Int’l Holdings Ltd. F-1 55:19M Donnelley … Solutions/FA |