Wynn Resorts Announces Initial Settlement of Tender Offer & Completion of Private Offering of Wynn Las Vegas 5.50% Senior Not...
February 18 2015 - 1:44PM
Business Wire
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 7¾%
First Mortgage Notes due 2020 (the “7¾% Notes”) and 7⅞% First
Mortgage Notes due 2020 (the “7⅞% Notes” and, together with the 7¾%
Notes, the “2020 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 February 17, 2015 (the
“Expiration Time”). At the Expiration Time, valid tenders had been
received with respect to approximately $1,146.501 million of the
$1,226.6 million aggregate principal amount of 7¾% Notes
outstanding and approximately $305.866 million of the $377.01
million aggregate principal amount of the 7⅞% Notes outstanding
(which excludes 7¾% Notes and 7⅞% Notes subject to the guaranteed
delivery procedures, respectively).
Wynn Las Vegas, LLC has accepted for payment all 2020 Notes
validly tendered prior to the Expiration Date. On February 18,
2015, such tendering holders received the tender offer
consideration in the amount of $1,073.82 for each $1,000 principal
amount of 7¾% Notes tendered and $1,054.21 for each $1,000
principal amount of 7⅞% 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 2020 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 2020 Notes (to the extent that such
2020 Notes were not delivered prior to the Expiration Time) on
February 20, 2015, 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 February 18, 2015, the issuers also completed their
previously announced offering of $1.8 billion aggregate principal
amount of 5.50% Senior Notes due 2025 (the “2025 Notes”). Wynn Las
Vegas, LLC used a portion of the net proceeds of the 2025 Notes
offering to purchase the 2020 Notes tendered and accepted for
purchase in the Tender Offer. Wynn Las Vegas, LLC intends to
satisfy and discharge the Indentures governing each of the 7¾%
Notes and 7⅞% Notes and use the remaining net proceeds from the
2025 Notes offering to redeem the 7¾% Notes and 7⅞% Notes not
tendered and for general corporate purposes.
This press release shall not constitute an offer to purchase or
the solicitation of an offer to sell the 2020 Notes. The Tender
Offer was conducted in accordance with the terms of and subject to
the conditions specified in the Offer to Purchase, dated February
10, 2015, as supplemented by Supplement No. 1 to Offer to Purchase,
dated February 10, 2015, and the related Letter of Transmittal,
which more fully set forth the terms and conditions of the Tender
Offer.
The 2025 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 2025 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 2025 Notes described in this press release, nor
shall there be any sale of the 2025 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 2025 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, 2013 and Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 2014, June 30, 2014 and
September 30, 2014 and Wynn Resorts, Limited’s 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.
Wynn Resorts, LimitedStephen Cootey, Chief Financial Officer
& Treasurer702-770-7000investorrelations@wynnresorts.com
Wynn Resorts (NASDAQ:WYNN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Wynn Resorts (NASDAQ:WYNN)
Historical Stock Chart
From Sep 2023 to Sep 2024