UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENT
REPORT
_____________________
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 7, 2009
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
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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)
|
|
¨
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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))
|
Item
8.01 Other Events.
On October 9, 2009, Wynn Resorts,
Limited (“Wynn Resorts”) issued a press release announcing the pricing by Wynn
Las Vegas, LLC (“Wynn Las Vegas”) and Wynn Las Vegas Capital Corp. (the
“issuers”), each a direct or indirect wholly owned subsidiary of Wynn Resorts,
of $500,000,000 aggregate principal amount of new 7.875% First Mortgage Notes
due 2017. The press release is attached as Exhibit 99.1 and is
incorporated herein by this reference.
In addition, Wynn Las Vegas previously
had exercised the “accordion” feature under its Amended and Restated Credit
Agreement, dated as of August 15, 2006 (as amended, the “Credit Agreement”),
among Wynn Las Vegas, Deutsche Bank Trust Company Americas, as Administrative
Agent, issuing lender and swing line lender, Deutsche Bank Securities Inc., as lead arranger and
joint book running manager, Banc of America Securities LLC, as lead arranger and
joint book running manager, Bank of America, N.A., as syndication agent, J.P.
Morgan Securities Inc., as arranger and joint book running manager,
JPMorgan Chase Bank, N.A., as joint documentation agent, SG Americas
Securities, LLC, as arranger and joint book running manager, Société Générale,
as joint documentation agent, Bank of Scotland, as managing agent, HSH Nordbank
AG, as managing agent, the Royal Bank of Scotland PLC, as managing agent,
Wachovia Bank, as managing agent, and the several banks and other financial
institutions or entities from time to time parties thereto as
lenders.
The accordion exercise increased by $65
million the lenders’ commitments under the Credit Agreement to make
revolving loans maturing July 15, 2013.
On October 8, 2009, Wynn Las Vegas
repurchased $14 million aggregate principal of loans under the Credit
Agreement (the “First Repurchase”) and effected a corresponding reduction in the
commitments thereunder. The First Repurchase was funded with the
proceeds of a capital contribution by Wynn Resorts. In
addition, on October 7, 2009, Wynn Las Vegas agreed to repurchase
approximately $74 million aggregate principal of loans under the Credit
Agreement (the “Pending Repurchase” and, together with the First Repurchase, the
“Repurchase Transactions”), and to effect a corresponding reduction in the
commitments thereunder, which Pending Repurchase will be funded with the
proceeds of a capital contribution by Wynn Resorts. Once the
Pending Repurchase is consummated, Wynn Las Vegas will, pursuant to the
Repurchase Transactions, have repurchased approximately $88 million aggregate
principal amount of loans.
Item
9.01 Financial Statements and
Exhibits.
| (d) |
Exhibits:
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Exhibit
Number
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Description
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|
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99.1
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Press
release, dated October 9, 2009, 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: October
9, 2009
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WYNN
RESORTS, LIMITED
|
||
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By:
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/s/
Matt Maddox
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|
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Matt
Maddox
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||
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Chief
Financial Officer and
|
||
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Treasurer
|
||
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: October
9, 2009
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WYNN
LAS VEGAS, LLC
|
||
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By:
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Wynn
Resorts Holdings, LLC, its sole member
|
|
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By:
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Wynn
Resorts, Limited, its sole member
|
|
|
By:
|
/s/
Matt Maddox
|
|
|
Matt
Maddox
|
||
|
Chief
Financial Officer and
|
||
|
Treasurer
|
||
Exhibit
99.1
Wynn
Resorts, Limited Announces Pricing of Private Offering
of $500,000,000 Aggregate Principal Amount of Wynn Las Vegas First
Mortgage Notes due 2017
LAS VEGAS, Nevada, October 9, 2009
— Wynn Resorts, Limited (NASDAQ: WYNN) announced today the pricing by
Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the “issuers”), each a
direct or indirect wholly owned subsidiary of Wynn Resorts, Limited, of
$500,000,000 aggregate principal amount of new 7.875% First Mortgage Notes due
2017. The notes will be issued at a discount of 97.823% of
par. The notes will be offered only to qualified institutional buyers
and outside the U.S. in accordance with Rule 144A and Regulation S,
respectively, under the Securities Act of 1933. Wynn Las Vegas, LLC
plans to use the net proceeds of the offering to repay amounts outstanding under
its revolving credit facilities and term loan facility.
The
notes will rank pari passu in right of payment with borrowings under Wynn Las
Vegas, LLC’s credit facilities and its outstanding 6.625% First Mortgage Notes
due 2014 (the “existing notes”). The notes will be senior secured
obligations of the issuers, will be guaranteed by certain of Wynn Las Vegas,
LLC’s subsidiaries and will be secured by a first priority lien on substantially
all of the existing and future assets of the issuers and guarantors and, subject
to approval from the Nevada Gaming Commission, a first priority lien on the
equity interests of Wynn Las Vegas, LLC, all of which is the same collateral
that secures borrowings under Wynn Las Vegas, LLC’s credit facilities and the
existing notes.
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 and Wynn Las
Vegas Capital Corp., including those related to the offering of notes and
whether or not Wynn Las Vegas and Wynn Las Vegas 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 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, 2008
and the issuers’ other periodic reports filed with the Securities and Exchange
Commission. Neither Wynn Resorts 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.