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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2007

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada		000-50028		46-0484987
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

WYNN LAS VEGAS, LLC

(Exact name of registrant as specified in its charter)

 

Nevada		333-100768		88-0494875
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3131 Las Vegas Boulevard South Las Vegas, Nevada		89109
(Address of principal executive offices of each registrant)		(Zip Code)

(702) 770-7555

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 8.01.

Other Events.

On November 1, 2007, Wynn Resorts, Limited issued a press release, attached hereto as Exhibit 99.1 and by this reference incorporated herein.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c)

Exhibits:

 

Exhibit Number		Description
99.1		Press release, dated November 1, 2007, of Wynn Resorts, Limited.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 1, 2007

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 1, 2007

 

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release, dated November 1, 2007, of Wynn Resorts, Limited.

 

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Exhibit 99.1

Wynn Las Vegas Prices $400,000,000 Aggregate Principal Amount

of 6 ⁵/8% First Mortgage Notes due 2014

LAS VEGAS, Nevada, November 1, 2007 — Wynn Resorts, Limited (NASDAQ: WYNN) announced today that Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the “issuers”), each a direct or indirect wholly owned subsidiary of Wynn Resorts, Limited, priced a private offering of $400,000,000 aggregate principal amount of their 6 ⁵/8% First Mortgage Notes due 2014 at a price of 97.25% of the principal amount. The notes were offered only to qualified institutional buyers and non-U.S. foreign investors in accordance with Rule 144A and Regulation S, respectively, under the Securities Act of 1933. The notes are being issued under the same indenture as the 6 ⁵/8% First Mortgage Notes previously issued by the issuers.

The notes will be pari passu with, and will vote on any matter submitted to noteholders with, the previously issued 6 ⁵/8% First Mortgage Notes. However, because the notes are being issued with original issue discount, they will not be of the same series as, and will not be fungible with, the previously issued 6 ⁵/8% First Mortgage Notes. The notes will be senior secured obligations of the issuers, will be guaranteed by Wynn Las Vegas, LLC’s subsidiaries (subject to some exceptions), and will be secured by a first priority lien on substantially all of the existing and future assets of the issuers and guarantors.

The notes have not been registered under the Securities Act of 1933 or under any state securities laws. Therefore, the issuers may not offer or sell the notes within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. The issuers have agreed to make an offer to exchange the notes for registered, publicly traded notes that have substantially identical terms as the notes.

Forward-Looking Statements

This release contains forward-looking statements about Wynn Las Vegas, LLC and Wynn Capital Corp., including those related to the offering of notes and whether or not Wynn Las Vegas, LLC and Wynn Capital Corp. will consummate the offering. Such 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 made by Wynn Resorts, Limited or the issuers. The risks and uncertainties include, but are not limited to, competition in the casino/hotel and resorts industries, the issuers’ brief operating history, the issuers’ dependence on existing management, 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 the issuers’ Annual Report on Form 10-K for the year ended December 31, 2006 and the issuers’ other periodic reports filed with the Securities and Exchange Commission. 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.

 

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