Wynn Resorts Announces Initial Settlement of Tender Offer & Completion of Private Offering of Wynn Las Vegas 5.25% Senior Not...
May 11 2017 - 4:29PM
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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170511006428/en/
Wynn Resorts, LimitedCraig Billings, 702-770-7000Chief Financial
Officer & Treasurerinvestorrelations@wynnresorts.com
Wynn Resorts (NASDAQ:WYNN)
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