LAS VEGAS--(BUSINESS WIRE)--Mar. 22, 2018--
Wynn Resorts, Limited (NASDAQ: WYNN) (the “Company”) announced today
that it agreed to sell 5,300,000 newly issued shares of Company common
stock (the “Common Stock”) at a price of $175 per share to Galaxy
Entertainment Group in a public offering registered under the Securities
Act of 1933, as amended (the “1933 Act”).
The Company intends to use the net proceeds from that offering to repay
amounts to be borrowed under the 364-day term loan facility contemplated
by the commitment letters that the Company entered into on March 9,
2018, with an affiliate of Deutsche Bank Securities in an aggregate
principal amount of up to $800 million. Deutsche Bank Securities is
acting as sole book-running manager for the offering of Common Stock by
the Company.
On March 21, 2018, the Wynn Family Limited Partnership (“WFLP” and
together with Stephen A. Wynn, the “Selling Stockholder”), an entity
affiliated with Stephen A. Wynn (“Mr. Wynn”), sold an aggregate of
4,104,999 shares of Common Stock at a price of $180 per share in open
market transactions pursuant to Rule 144 under the 1933 Act.
Additionally, following the Rule 144 open market transactions, on March
22, 2018, the Selling Stockholder entered into agreements to sell
approximately 8.0 million shares of Common Stock in privately negotiated
transactions, representing all of his remaining holdings of the
Company’s Common Stock.
On March 20, 2018, the Company announced that its indirect wholly owned
subsidiaries, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the
“WLV Issuers”), had received the requisite consents to approve an
amendment to the indenture (the “2023 Indenture”) governing the WLV
Issuers’ 4.25% Senior Notes due 2023. The amendment conforms the
definition of “change of control” relating to ownership of equity
interests in the Company in the 2023 Indenture to the terms of the
indentures governing the WLV Issuers’ other outstanding notes.
The Common Stock being sold by the Company will be issued pursuant to an
effective registration statement filed with the SEC on November 8, 2016.
Copies of the prospectus supplement, when available, may be obtained by
visiting EDGAR on the SEC’s website at http://www.sec.gov.
This press release does not and shall not constitute an offer to sell or
a solicitation of an offer to buy any Common Stock, nor shall there be
any sale of Common Stock in any state or jurisdiction in which such an
offer, sale or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer, if made at all, will be made only by means of a
prospectus supplement and an accompanying prospectus, or pursuant to an
exemption for registration.
Forward-Looking Statements
This release contains forward-looking statements, including those
related to the offering of the Common Stock by Wynn Resorts, Limited and
whether or not Wynn Resorts, Limited will consummate the offering.
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 Wynn Resorts, Limited, dependence on key employees,
levels of travel, leisure and casino spending, general domestic or
international economic conditions, and changes in gaming laws or
regulations. Any actions Mr. Wynn might undertake may be made at any
time and from time to time without prior notice and he has stated that
will be dependent upon Mr. Wynn’s review of numerous factors, including,
but not limited to: an ongoing evaluation of the Company’s business,
financial condition, operations and prospects; price levels of the
Common Stock; general market, industry and economic conditions;
regulatory considerations; the relative attractiveness of alternative
business and investment opportunities; and other future developments.
Additional information concerning potential factors that could affect
Wynn Resorts, Limited’s financial results is included in Wynn Resorts,
Limited’s Annual Report on Form 10-K for the year ended December 31,
2017 and Wynn Resorts, Limited’s other periodic reports filed with the
Securities and Exchange Commission. Wynn Resorts, Limited is under no
obligation to (and expressly disclaims any such obligation to) update or
revise its forward-looking statements as a result of new information,
future events or otherwise. Wynn Resorts, Limited is not 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: https://www.businesswire.com/news/home/20180322006368/en/
Source: Wynn Resorts
Wynn Resorts, Limited
Craig Billings, 702-770-7000
Chief
Financial Officer & Treasurer
investorrelations@wynnresorts.com
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