Wynn Resorts Announces Commencement of Consent Solicitation by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.
February 16 2018 - 12:32PM
Business Wire
Wynn Resorts, Limited (NASDAQ: WYNN) (the “Company”) announced
today that its indirect wholly owned subsidiaries, Wynn Las Vegas,
LLC and Wynn Las Vegas Capital Corp. (the “Issuers”), have
commenced a solicitation of consents (the “Consent Solicitation”)
to a proposed amendment (the “Proposed Amendment”) to the indenture
(the “Indenture”) governing the Issuers’ 4.25% Senior Notes due
2023 (the “Notes”). The Proposed Amendment would conform the
definition of “Change of Control” relating to ownership of equity
interests in the Company in the Indenture to the terms of the
indentures governing the Issuers’ other outstanding notes.
Subject to the terms and conditions of the Consent Solicitation,
holders of Notes who validly deliver (and do not validly revoke)
their consents prior to the Expiration Time will receive an
aggregate cash payment of $10.0 million (the “Consent Payment”).
The Consent Payment will be paid to the consenting holders pro rata
in accordance with the principal amount of Notes as to which
consents were validly tendered (and not revoked) prior to the
Expiration Time.
Adoption of the Proposed Amendment to the Indenture requires the
consent of holders of a majority in aggregate principal amount of
the then outstanding Notes that are not owned by the Issuers or any
person directly or indirectly controlling or controlled by or under
direct or indirect common control with either of the Issuers (the
“Requisite Consents”). As of the date of this press release, there
is $500.0 million in aggregate principal amount of the Notes
outstanding.
The Company anticipates that, promptly after receipt of the
Requisite Consents (at or prior to the Expiration Time), the
Company will notify U.S. Bank National Association, as trustee (the
“Trustee”) that the Requisite Consents have been obtained and the
Issuers, guarantors and the Trustee will execute a supplemental
indenture with respect to the Indenture (the “Supplemental
Indenture” and such time, the “Effective Time”). Although the
Supplemental Indenture will become effective upon execution by the
Issuers, the guarantors and the Trustee, the Proposed Amendment
will only become operative upon payment of the Consent Payment by
the Issuers, which the Issuers expect to make one business day
after the Expiration Time. The Indenture will remain in effect,
without giving effect to the Proposed Amendment, until the payment
of the Consent Payment by the Issuers.
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on February 27, 2018, unless extended (the “Expiration
Time”). The Consent Solicitation is being made upon the terms and
is subject to the conditions set forth in the Consent Solicitation
Statement, dated February 16, 2018 (as it may be amended or
supplemented from time to time, the “Consent Solicitation
Statement”). Holders of Notes will not be able to revoke their
consents after the Expiration Time.
The Issuers have engaged Deutsche Bank Securities Inc. to act as
solicitation agent in connection with the Consent Solicitation.
Questions regarding the Consent Solicitation may be directed to
Deutsche Bank Securities Inc. at (855) 287-1922 (U.S. toll-free)
and (212) 250-7527 (collect).
The Issuers have engaged D.F. King & Co., Inc. as
information and tabulation agent in connection with the Consent
Solicitation. Requests for documentation may be directed to D.F.
King & Co., Inc. at (866) 356-7814 (toll free).
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This announcement is also not a solicitation of consents
with respect to the Proposed Amendment or any securities. No
recommendation is being made as to whether holders of Notes should
consent to the Proposed Amendment. The solicitation of consents is
not being made in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such solicitation
under applicable securities or “blue sky” laws.
Forward-Looking Statements
This release contains forward-looking statements, including
those related to the Consent Solicitation. 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 controversy related to Stephen A. Wynn and his
separation from the Company, dependence on key employees, 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. 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/20180216005539/en/
Wynn Resorts, LimitedCraig Billings, 702-770-7555Chief Financial
Officer & Treasurerinvestorrelations@wynnresorts.com
Wynn Resorts (NASDAQ:WYNN)
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