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): August 15,
2006
Wynn
Resorts, Limited
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50028
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46-0484987
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Wynn
Las Vegas, LLC
(Exact
name of registrant as specified in its charter)
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Nevada
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333-98369
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88-0494878
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3131
Las
Vegas Boulevard SouthLas Vegas, Nevada
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89109
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(Address
of principal executive offices of each registrant)
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(Zip
Code)
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(702)
770-7555
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(Each
registrant’s telephone number including area code)
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__________________
Check the appropriate box below if the Form
8-K
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))
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Item
1.01.
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Entry into
a
Material Definitive Agreement.
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Credit Agreement
On August 15, 2006, Wynn Las Vegas,
LLC
(“WLV”), a wholly owned subsidiary of Wynn Resorts, Limited (“WRL”),
entered into an Amended and Restated Credit Agreement with Deutsche
Bank
Securities Inc., Deutsche Bank Trust Company Americas, Banc of America
Securities LLC, Bank of America, N.A., Bear, Stearns & Co. Inc., Bear
Stearns Corporate Lending Inc., J.P. Morgan Securities Inc., JPMorgan
Chase Bank, N.A., SG Americas Securities, LLC, Societe Generale,
Bank of
Scotland, HSH Nordbank AG, The Royal Bank of Scotland plc, Wachovia
Bank,
National Association, and the various lenders party thereto (the
“Amended
and Restated Credit Agreement”).
The Amended and Restated Credit
Agreement, among other things, (i) increases the aggregate amount
of the
secured revolving credit and term loan facilities from $1 billion
to
$1.125 billion by increasing the revolving credit facility from $600
million to $900 million while reducing the term loan facility from
$400
million to $225 million; (ii) reduces the applicable borrowing margins
for
revolving loans and term loans by 0.625% and 0.250%, respectively;
(iii)
extends the maturity date for the revolving credit facility and the
term
loan facility to August 15, 2011 and August 15, 2013, respectively;
and
(iv) reduces the consolidated interest coverage ratio requirement
for
quarterly periods prior to September 30, 2007 from 2:25:1 to 2.00:1.
The
Amended and Restated Credit Agreement also (i) reduces the range
of the
applicable borrowing margin for Eurodollar revolving loans after
the
opening of Encore from a range of 1.25% to 2.50% per annum to 1.00%
to
1.75% per annum, depending on WLV’s leverage ratio; and (ii) simplifies
the procedures for and conditions to obtaining advances and reduces
the
reporting obligations under the Amended and Restated Credit Agreement
upon
the satisfaction of certain conditions, including WLV having fully
utilized all previously funded amounts under its 6-5/8% First Mortgage
Notes due 2014 (the “First Mortgage Notes) for payment of Encore project
costs.
As a result of the increase in the
aggregate amount available under the Amended and Restated Credit
Agreement
and other funds becoming available to WLV to pay for Encore project
costs,
the maximum obligation of WRL under its Commitment to Pay Project
Costs,
dated as of March 31, 2006 (the “Commitment”), in favor of the lenders
under the Amended and Restated Credit Agreement and the trustee for
WLV’s
First Mortgage Notes has been reduced from $215,300,000 to
$70,000,000. The Commitment requires WRL to pay project costs for
Encore up to its maximum obligation to the extent that WLV is otherwise
unable to pay for such costs. WRL’s maximum obligation under the
Commitment may be reduced, from time to time, to the extent other
funds
become available to pay for Encore project costs.
Disbursement Agreement
In connection with entering into
the
Amended and Restated Credit Agreement, on August 15, 2006, WLV also
entered into a Fourth Amendment to Master Disbursement Agreement
with
Deutsche Bank Trust Company Americas, as bank agent and disbursement
agent
(the “Disbursement Agreement Amendment”).
Relationships with Lenders
The lenders and agents under the
Amended
and Restated Credit Agreement and certain of their affiliates have
performed investment banking, commercial lending and advisory services
for
WRL and its affiliates, from time to time, for which they have received
customary fees and expenses. These parties may, from time to time,
engage in transactions with, and perform services for, WRL and its
affiliates in the ordinary course of their business.
Deutsche
Bank AG, Hong Kong Branch, an affiliate of Deutsche Bank Securities
Inc.,
and Societe Generale Asia Limited, an affiliate of SG Americas Securities,
LLC, acted as global coordinating lead arrangers under a $397 million
definitive credit agreement executed on September 14, 2004 by one
of WRL’s
affiliates to partially finance WRL’s Wynn Macau project.
WRL’s
press release, dated August 15, 2006, relating to the Amended and
Restated
Credit Agreement and the Disbursement Agreement Amendment is filed
herewith as Exhibit 99.1 and incorporated herein by reference.
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Item
9.01
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Financial
Statement and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Description
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99.1
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Press Release, dated
August 15, 2006, of Wynn Resorts, Limited.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: August 15, 2006
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WYNN RESORTS,
LIMITED
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By:
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/s/ John
Strzemp
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John Strzemp
Chief Financial Officer
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: August 15, 2006
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WYNN LAS VEGAS,
LLC
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By:
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Wynn Resorts Holdings,
LLC,
its
sole member
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By:
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Wynn Resorts, Limited,
its
sole member
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By:
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/s/ John
Strzemp
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John Strzemp
Chief Financial Officer
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Exhibit
99.1
Wynn
Resorts Announces Refinancing of Wynn
LAS VEGAS--(BUSINESS WIRE)—August 15, 2006—Wynn
Las Vegas, LLC, a subsidiary of Wynn Resorts, Limited (Nasdaq: WYNN) announced
today that it has entered into an amended and restated credit agreement with
Deutsche Bank, Banc of America, Bear, Stearns, J.P. Morgan, Societe Generale
and
various other lenders to refinance Wynn Las Vegas’ existing credit
facilities.
The refinancing, among other things, (i)
increases the credit facilities from $1 billion to $1.125 billion by increasing
the revolver from $600 million to $900 million and reducing the term loan
from
$400 million to $225 million; (ii) reduces the LIBOR spread on the revolver
and
term loan by 0.625% and 0.250%, respectively; and (iii) extends the maturity
dates for the revolver and the term loan to 2011 and 2013, respectively.
Wynn
Resorts, Limited is traded on the Nasdaq National Market under the ticker
symbol
WYNN and is part of the NASDAQ-100 Index. The company owns and operates Wynn
Las
Vegas (www.wynnlasvegas.com), a luxury hotel and destination casino resort
located on the Las Vegas Strip which opened to the public on April 28, 2005.
Wynn Las Vegas features 2,716 luxurious guest rooms and suites; an approximately
111,000 square foot casino; 22 food and beverage outlets; an on-site 18-hole
golf course; approximately 223,000 square feet of meeting space; an on-site
Ferrari and Maserati dealership; and approximately 76,000 square feet of
retail
space. Wynn Resorts, Limited is currently constructing Wynn Macau, a destination
casino resort in the Macau Special Administrative Region of the People's
Republic of China. Wynn Macau is scheduled to open in September 2006
(www.wynnmacau.com).
SOURCE:
Wynn
Resorts, Limited
CONTACT:
Samanta Stewart, 702-770-7555