LAS VEGAS--(BUSINESS WIRE)--Feb. 16, 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 commenced a
solicitation of consents (the “Consent Solicitation”) to a proposed
amendment (the “Proposed Amendment”) to the indenture (the “Indenture”)
governing the Issuers’ 4.25% Senior Notes due 2023 (the “Notes”). 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.
Subject to the terms and conditions of the Consent Solicitation, holders
of Notes who validly deliver (and do not validly revoke) their consents
prior to the Expiration Time will receive an aggregate cash payment of
$10.0 million (the “Consent Payment”). The Consent Payment will be paid
to the consenting holders pro rata in accordance with the principal
amount of Notes as to which consents were validly tendered (and not
revoked) prior to the Expiration Time.
Adoption of the Proposed Amendment to the Indenture requires the consent
of holders of a majority in aggregate principal amount of the then
outstanding Notes that are not owned by the Issuers or any person
directly or indirectly controlling or controlled by or under direct or
indirect common control with either of the Issuers (the “Requisite
Consents”). As of the date of this press release, there is $500.0
million in aggregate principal amount of the Notes outstanding.
The Company anticipates that, promptly after receipt of the Requisite
Consents (at or prior to the Expiration Time), the Company will notify
U.S. Bank National Association, as trustee (the “Trustee”) that the
Requisite Consents have been obtained and the Issuers, guarantors and
the Trustee will execute a supplemental indenture with respect to the
Indenture (the “Supplemental Indenture” and such time, the “Effective
Time”). Although the Supplemental Indenture will become effective upon
execution by the Issuers, the guarantors and the Trustee, the Proposed
Amendment will only become operative upon payment of the Consent Payment
by the Issuers, which the Issuers expect to make one business day after
the Expiration Time. The Indenture will remain in effect, without giving
effect to the Proposed Amendment, until the payment of the Consent
Payment by the Issuers.
The Consent Solicitation will expire at 5:00 p.m., New York City time,
on February 27, 2018, unless extended (the “Expiration Time”). The
Consent Solicitation is being made upon the terms and is subject to the
conditions set forth in the Consent Solicitation Statement, dated
February 16, 2018 (as it may be amended or supplemented from time to
time, the “Consent Solicitation Statement”). Holders of Notes will not
be able to revoke their consents after the Expiration Time.
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/20180216005539/en/
Source: Wynn Resorts, Limited
Wynn Resorts, Limited
Craig Billings, 702-770-7555
Chief
Financial Officer & Treasurer
investorrelations@wynnresorts.com
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