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): September 21, 2017
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.) |
3131 Las Vegas Boulevard South Las Vegas, Nevada | 89,109 | |
(Address of principal executive offices) | (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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. | Regulation FD Disclosure. |
On September 21, 2017, Wynn Macau, Limited (“WML”), an indirect subsidiary of Wynn Resorts, Limited (the “Registrant”) with its ordinary shares of common stock listed on The Stock Exchange of Hong Kong Limited (the “HKSE”), filed with the HKSE an announcement that WML will redeem all of the outstanding $1.35 billion aggregate principal amount of 5.25% Senior Notes due 2021, issued by WML, which redemption is expected to occur on October 20, 2017 (the “Redemption Announcement”). The Registrant owns approximately 72% of WML’s ordinary shares of common stock. The Redemption Announcement is furnished herewith as Exhibit 99.1. The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | ||
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.
WYNN RESORTS, LIMITED | ||||
Dated: September 21, 2017 | By: | /s/ Craig S. Billings | ||
Craig S. Billings | ||||
Chief Financial Officer and Treasurer | ||||
(Principal Financial and Accounting Officer) | ||||
1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy securities in
the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this
announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have
not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from registration. No public offer of securities is to be made by
the Company in the United States.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1128 and Debt Stock Code: 5279, 5280)
REDEMPTION OF SENIOR NOTES DUE 2021
(DEBT STOCK CODE: 5983)
Reference is made to the announcement of Wynn Macau, Limited (the “Company”) dated 11
October 2013 and 14 March 2014 (the “2021 Notes Announcements”) in relation to 5.250% senior
notes due 2021 (the “2021 Notes”) and the announcement of the Company dated 20 September
2017 (the “Tender Offer Results Announcement”, together with the 2021 Notes Announcements,
the “Announcements”) in relation to the results of tender offer for repurchase of the 2021 Notes.
Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in
the Announcements.
As at the date of this announcement, approximately US$946.1 million principal amount of the
2021 Notes, representing approximately 70.08% of the US$1,350 million total aggregate principal
amount of the 2021 Notes outstanding as at such date, had been validly tendered and not validly
withdrawn. 2021 Notes repurchased by the Company pursuant to the Tender Offer will be
cancelled.
Pursuant to the terms of the indenture dated as of 16 October 2013 (as amended or supplemented
from time to time) and entered into between the Company and Deutsche Bank Trust Company
Americas as Trustee (the “Trustee”) in connection with the issuance of the 2021 Notes, the
Company announces today that it has informed the Trustee and holders of the 2021 Notes that all of
the outstanding 2021 Notes will be redeemed in full on 20 October 2017 (the “Redemption Date”)
at a redemption price equal to 102.625% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the Redemption Date.
Exhibit 99.1
2
As of the date of this announcement, the outstanding principal amount of the 2021 Notes is
approximately US$403.9 million. Upon redemption of the outstanding 2021 Notes on the
Redemption Date, the 2021 Notes will be cancelled.
By Order of the Board
Wynn Macau, Limited
Stephen A. Wynn
Chairman
Hong Kong, 21 September 2017
As at the date of this announcement, the Board comprises Stephen A. Wynn, Ian Michael Coughlan and Linda Chen (as Executive
Directors); Matthew O. Maddox and Kim Sinatra (as Non-Executive Directors); Allan Zeman, Nicholas Sallnow-Smith, Bruce
Rockowitz and Jeffrey Kin-fung Lam (as Independent Non-Executive Directors).