LAS VEGAS--(BUSINESS WIRE)--Feb. 28, 2018--
Wynn Resorts, Limited (NASDAQ: WYNN) (the “Company”) announced today
that its indirect wholly owned subsidiaries, Wynn Las Vegas, LLC and
Wynn Las Vegas Capital Corp. (the “Issuers”), have amended the terms of
their previously announced solicitation of consents (the “Consent
Solicitation”) from holders (the “Holders”) of their outstanding 4.25%
Senior Notes due 2023 (the “Notes”) to a proposed amendment (the
“Proposed Amendment”) to the indenture governing the Notes (the
“Indenture”).
The Issuers have extended the Consent Solicitation until 5:00 p.m., New
York City time, on March 6, 2018, unless otherwise terminated or further
extended (the “Expiration Time”). The Issuers have also amended the
terms of the Consent Solicitation to provide for a consent fee equal to
(i) an aggregate of $12,500,000 payable at the consummation of the
Consent Solicitation (payable to Holders that validly deliver (and do
not validly revoke) their consents prior to the Expiration Time
(“Consenting Holders”) pro rata in accordance with the principal amount
of Notes as to which consents were validly tendered (and not validly
revoked) prior to the Expiration Time) (the “Consent Payment”) plus (ii)
an additional contingent payment payable to each Consenting Holder equal
to 5% of the aggregate principal amount of Notes held by such Consenting
Holder for which consents are validly delivered (and not validly
revoked) minus the amount of the Consent Payment previously received by
such Consenting Holder (the “Contingent Payment”). The Contingent
Payment is payable upon the consummation of any transaction (a
“Triggering Transaction”) that would have required the Issuers to make a
Change of Control Offer with respect to the Notes pursuant to the
Indenture as a result of the consummation of any transaction that would
have been deemed a “Change of Control” under the terms of the Indenture
prior to the effectiveness of the Proposed Amendment (described below)
solely with respect to the clause that will be removed by the Proposed
Amendment. Whether a Triggering Transaction has occurred is determined
(i) at the time of such Triggering Transaction occurs and (ii) in
accordance with the Indenture then in effect but without giving effect
to the Proposed Amendment.
The Proposed Amendment would conform the definition of “Change of
Control” relating to ownership of equity interests in the Company in the
Indenture to the terms of the indentures governing the Issuers’ other
outstanding notes.
For a complete statement of the terms and conditions of the Consent
Solicitation, holders of Notes should refer to the Amended and Restated
Consent Solicitation Statement, dated February 28, 2018. Holders who
have previously delivered consents need not take any further action in
order to receive the consent payment described above (if and when it
becomes payable) if the Consent Solicitation is successful.
The Issuers have engaged Deutsche Bank Securities Inc. to act as
solicitation agent in connection with the Consent Solicitation.
Questions regarding the Consent Solicitation may be directed to Deutsche
Bank Securities Inc. at (855) 287-1922 (U.S. toll-free) and (212)
250-7527 (collect).
The Issuers have engaged D.F. King & Co., Inc. as information and
tabulation agent in connection with the Consent Solicitation. Requests
for documentation may be directed to D.F. King & Co., Inc. at (866)
356-7814 (toll free).
This announcement is for information purposes only and is neither an
offer to sell nor a solicitation of an offer to buy any security. This
announcement is also not a solicitation of consents with respect to the
Proposed Amendment or any securities. No recommendation is being made as
to whether holders of Notes should consent to the Proposed Amendment.
The solicitation of consents is not being made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to make
such solicitation under applicable securities or “blue sky” laws.
Forward-Looking Statements
This release contains forward-looking statements, including those
related to the Consent Solicitation. Forward-looking information
involves important risks and uncertainties that could significantly
affect anticipated results in the future, and, accordingly, such results
may differ from those expressed in any forward-looking statements. These
risks and uncertainties include, but are not limited to, competition in
the casino/hotel and resorts industries, the controversy related to
Stephen A. Wynn and his separation from the Company, dependence on key
employees, levels of travel, leisure and casino spending, general
domestic or international economic conditions, and changes in gaming
laws or regulations. Additional information concerning potential factors
that could affect the Issuers’ financial results is included in Wynn Las
Vegas, LLC’s Annual Report on Form 10-K for the year ended December 31,
2016. Neither Wynn Resorts, Limited nor the Issuers are under any
obligation to (and expressly disclaim any such obligation to) update
their forward-looking statements as a result of new information, future
events or otherwise, except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180228006496/en/
Source: Wynn Resorts, Limited
Wynn Resorts, Limited
Craig Billings, 702-770-7555
Chief
Financial Officer & Treasurer
investorrelations@wynnresorts.com