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 4, 2017
 
 

WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
 
Nevada
000-50028
46-0484987
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
 
 
Nevada
333-100768
88-0494875
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
3131 Las Vegas Boulevard South
Las Vegas, Nevada
 
89109
(Address of principal executive offices of each registrant)
 
(Zip Code)
(702) 770-7555
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

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 communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 7.01
Regulation FD Disclosure.

Today, Wynn Resorts, Limited disclosed the historical financial information of Wynn America, LLC, an indirect wholly owned subsidiary of Wynn Resorts, Limited, attached to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, in connection with a potential financing transaction.

The information furnished under Items 7.01 and 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, 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 of 1933, as amended, 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
Audited consolidated financial statements of Wynn America, LLC and subsidiaries as of and for the years ended December 31, 2016 and 2015.
99.2
Unaudited condensed consolidated financial statements of Wynn America, LLC and subsidiaries as of March 31, 2017 and for the three months ended March 31, 2017 and 2016.






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 4, 2017
 
By:
 
/s/ Craig S. Billings
 
 
Craig S. Billings
 
 
Chief Financial Officer and Treasurer
 
 
(Principal Financial and Accounting Officer)






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 LAS VEGAS, LLC
 
 
 
 
 
Dated: May 4, 2017
By:
 
  Wynn Las Vegas Holdings, LLC, its
  sole member
 
 
 
 
 
 
 
 
By:
 
  Wynn America, LLC, its sole member
 
 
 
 
 
 
 
 
By:
 
  Wynn Resorts Holdings, LLC, its
   sole member
 
 
 
 
 
 
 
 
By:
 
  Wynn Resorts, Limited, its
   sole member
 
 
 
 
 
 
 
 
By:
 
/s/ Craig S. Billings
 
 
 
Craig S. Billings
 
 
 
Chief Financial Officer and Treasurer
 
 
 
(Principal Financial and Accounting Officer)
 
 





EXHIBIT INDEX
 
Exhibit No.
Description
 
 
99.1
Audited consolidated financial statements of Wynn America, LLC and subsidiaries as of and for the years ended December 31, 2016 and 2015.

99.2
Unaudited condensed consolidated financial statements of Wynn America, LLC and subsidiaries as of March 31, 2017 and for the three months ended March 31, 2017 and 2016.




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