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): December 22, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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:
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 1.01 | Entry into a Material Definitive Agreement. | ||||
On December 22, 2020, 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”), completed its offering (the “Offering”) of additional $750.0 million aggregate principal amount of 5.625% senior notes due 2028 (the “Additional 2028 Notes”). The Additional 2028 Notes were issued as additional notes under an indenture dated as of August 26, 2020 (the "2028 Indenture") pursuant to which WML previously issued $600,000,000 of 5.625% senior notes due 2028 (the “Existing 2028 Notes”). The Additional 2028 Notes have identical terms, other than the issue date and the issue price, to, rank equally with and form a part of a single class of securities with the Existing 2028 Notes.
WML expects to receive net proceeds of approximately $765.9 million in the aggregate from the Offering, including a premium, after deducting discounts, commissions and estimated offering expenses payable by WML and excluding the accrued interest from August 26, 2020, to but not including the issue date of the Additional 2028 Notes, and to use the net proceeds to facilitate the repayment of a portion of the amounts outstanding under the Wynn Macau Credit Facilities. The following is a brief description of certain terms and conditions of the 2028 Indenture and the Additional 2028 Notes.
At any time prior to August 26, 2023, WML may use the net cash proceeds from certain equity offerings to redeem up to 35% of the aggregate principal amount of the Additional 2028 Notes at a redemption price equal to 105.625% of the aggregate principal amount of the Additional 2028 Notes, plus accrued and unpaid interest, if any. At any time prior to August 26, 2023, WML may redeem the Additional 2028 Notes in whole or in part at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of the Additional 2028 Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the 2028 Indenture, in either case, plus accrued and unpaid interest.
In addition, on or after August 26, 2023, WML may redeem the Additional 2028 Notes in whole or in part at a premium decreasing annually from 102.813% of the applicable principal amount to 100.000%, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the 2028 Indenture), it must offer to repurchase the Additional 2028 Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. In addition, WML may redeem the Additional 2028 Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions. Further, if a holder or beneficial owner of the Additional 2028 Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the 2028 Indenture), WML may require the holder or beneficial owner to dispose of or redeem its Additional 2028 Notes.
Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to at the date on which the Additional 2028 Notes are issued, for a period of ten consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole; or (b) the termination or modification of any such concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder of the Additional 2028 Notes will have the right to require WML to repurchase all or any part of such holder’s Additional 2028 Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
The Additional 2028 Notes are WML’s general unsecured obligations and rank pari passu in right of payment with all of WML’s existing and future senior unsecured indebtedness; will rank senior to all of WML’s future subordinated indebtedness, if any; will be effectively subordinated to all of WML’s future secured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations of WML’s subsidiaries, including WML’s existing credit facilities. The Additional 2028 Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Additional 2028 Notes are subject to restrictions on transferability and resale.
The 2028 Indenture contains covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate with another company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The terms of the 2028 Indenture contain customary events of default, including, but not limited to: default for 30 days in the payment when due of interest on the Additional 2028 Notes; default in the payment when due of the principal of, or premium, if any, on the Additional 2028 Notes; failure to comply with any payment obligations relating to the repurchase by WML of the Additional 2028 Notes upon a change of control; failure to comply with certain covenants in the 2028 Indenture; certain defaults on certain other indebtedness; failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $50 million; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency, all Additional 2028 Notes then outstanding will become due and payable immediately without further action or notice.
| Item 2.03 | Creation of a Direct Financial Obligation. | ||||
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. | ||||
On December 22, 2020, WML filed with the HKSE (1) a notice indicating that WML submitted an application to the HKSE for the listing of and permission to deal in the Additional 2028 Notes (the “Listing Notice”) and (2) an announcement regarding the closing of the issuance of the Additional 2028 Notes (the “Closing Announcement”). The Registrant owns approximately 72% of WML’s ordinary shares of common stock. The Listing Notice and Closing Announcement are furnished herewith as Exhibits 99.1 and 99.2, respectively. The information contained in this Item 7.01 and the exhibits attached to this Current Report on Form 8-K 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, 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 | |||||
| 99.2 | |||||
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: December 22, 2020 | By: | /s/ Craig S. Billings | ||||||||||||
| Craig S. Billings | ||||||||||||||
| President and Chief Financial Officer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
*
