LAS VEGAS--(BUSINESS WIRE)--May 11, 2017--
Wynn Resorts, Limited (NASDAQ: WYNN) announced today the initial
settlement of the previously announced cash tender offer (the “Tender
Offer”) by Wynn Las Vegas, LLC, an indirect wholly owned subsidiary of
Wynn Resorts, Limited, for any and all of the 5.375% First Mortgage
Notes due 2022 (the “2022 Notes”) issued by Wynn Las Vegas, LLC and Wynn
Las Vegas Capital Corp. (the “issuers”). The Tender Offer expired at
5:00 P.M., New York City time, on May 10, 2017 (the “Expiration Time”).
At the Expiration Time, valid tenders had been received with respect to
approximately $497.5 million of the $900 million aggregate principal
amount of 2022 Notes outstanding (which excludes 2022 Notes subject to
the guaranteed delivery procedures).
Wynn Las Vegas, LLC has accepted for payment all 2022 Notes validly
tendered prior to the Expiration Date. On May 11, 2017, such tendering
holders received the tender offer consideration in the amount of
$1,029.35 for each $1,000 principal amount of 2022 Notes tendered, plus
accrued and unpaid interest from the last interest payment date to, but
excluding, the date hereof (the “settlement date”). With respect to 2022
Notes accepted for purchase that were tendered and are subsequently
delivered in accordance with the guaranteed delivery procedures, such
tendering holders will receive payment of the tender offer consideration
for such accepted 2022 Notes (to the extent that such 2022 Notes were
not delivered prior to the Expiration Time) on May 15, 2017, plus
accrued and unpaid interest from the last interest payment date to, but
excluding, the settlement date.
D.F. King & Co., Inc. acted as the information agent and tender agent.
On May 11, 2017, the issuers also completed their previously announced
offering of $900 million aggregate principal amount of 5.25% Senior
Notes due 2027 (the “2027 Notes”). Wynn Las Vegas, LLC used a portion of
the net proceeds of the 2027 Notes offering to purchase the 2022 Notes
tendered and accepted for purchase in the Tender Offer. Wynn Las Vegas,
LLC intends to satisfy and discharge the indenture governing the 2022
Notes and use the remaining net proceeds from the 2027 Notes offering to
redeem any 2022 Notes not tendered.
This press release shall not constitute an offer to purchase or the
solicitation of an offer to sell the 2022 Notes. The Tender Offer was
conducted in accordance with the terms of and subject to the conditions
specified in the Offer to Purchase, dated May 4, 2017, and the related
Letter of Transmittal, which more fully set forth the terms and
conditions of the Tender Offer.
The 2027 Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under any
state securities laws. Therefore, the issuers may not offer or sell the
2027 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. This press release does not constitute an offer to sell
or a solicitation of an offer to buy the 2027 Notes described in this
press release, nor shall there be any sale of the 2027 Notes in any
state or jurisdiction in which such an offer, sale or solicitation would
be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Forward-Looking Statements
This release contains forward-looking statements, including those
related to the Tender Offer and the offering of 2027 Notes.
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 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 Wynn Las Vegas, LLC’s
Annual Report on Form 10-K for the year ended December 31, 2016 and
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2017 and Wynn Las Vegas, LLC’s and Wynn Resorts, Limited’s other
periodic reports filed with the Securities and Exchange Commission.
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/20170511006428/en/
Source: Wynn Resorts, Limited
Wynn Resorts, Limited
Craig Billings, 702-770-7000
Chief
Financial Officer & Treasurer
investorrelations@wynnresorts.com
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