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): May 5, 2022
(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 or 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 May 5, 2022 (Hong Kong time), Wynn Macau, Limited (“Wynn Macau”), an indirect subsidiary of Wynn Resorts, Limited (“Wynn Resorts” or the “Company”) with its ordinary shares of common stock listed on The Stock Exchange of Hong Kong Limited (the “HKSE”), filed with the HKSE an announcement (the “Amendments to the Facility Agreement Announcement”) that on May 5, 2022, WM Cayman Holdings Limited II and Bank of China Limited, Macau Branch as agent and a syndicate of lenders agreed to amend certain provisions of the facility agreement dated September 16, 2021. The Amendments to the Facility Agreement Announcement is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d)Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
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: May 5, 2022 | By: | /s/ Julie Cameron-Doe | ||||||||||||
| Julie Cameron-Doe | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
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. (incorporated in the Cayman Islands with limited liability) (Stock Code: 1128 and Debt Stock Codes: 5279, 5280, 40102, 40259, 40357) INSIDE INFORMATION AMENDMENTS TO THE FACILITY AGREEMENT DATED 16 SEPTEMBER 2021 This announcement is issued by Wynn Macau, Limited (the “Company”) pursuant to Rules 13.09(2)(a) and 37.47B of the Listing Rules and under Part XIVA of the Securities and Futures Ordinance (Cap. 571). Reference is made to the Company’s announcement dated 16 September 2021 with respect to the Facility Agreement entered into, among others, the Company, WM Cayman II and Bank of China Limited, Macau Branch (the “Previous Announcement”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as ascribed to them in the Previous Announcement. The Company announces that, as agreed on 5 May 2022 (after trading hours) between the Company, WM Cayman II and Bank of China Limited, Macau Branch, as agent and a syndicate of lenders to the Facility Agreement (the “Lenders”), the Lenders agreed to (i) waive certain financial covenants in the Facility Agreement in respect of the relevant periods ending on the following applicable test dates (a) 30 June 2022; (b) 30 September 2022; (c) 31 December 2022; and (d) 31 March 2023; and (ii) provide for a floor on the interest rate margin of 2.625% per annum through 30 June 2023. The Company, as guarantor, may be subject to certain restrictions on payments of dividends or distributions to the Company’s shareholders, unless certain financial criteria have been satisfied through the Facility Agreement. Save as disclosed in the announcement, the terms and conditions of the Facility Agreement as disclosed in the Previous Announcement remain unchanged and continue in full force and effect. The shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company. By Order of the Board Wynn Macau, Limited Dr. Allan Zeman Chairman Hong Kong, 5 May 2022 As at the date of this announcement, the Board of Directors of the Company comprises Craig S. Billings and Ian Michael Coughlan (as Executive Directors); Linda Chen (as Executive Director and Vice Chairman); Matthew O. Maddox (as Non-Executive Director); Allan Zeman (as Independent Non-Executive Director and Chairman); and Lam Kin Fung Jeffrey, Bruce Rockowitz, Nicholas Sallnow-Smith and Leah Dawn Xiaowei Ye (as Independent Non-Executive Directors). * For identification purpose only Exhibit 99.1