Wynn Resorts Announces Extension of Consent Solicitation & Increase in Consent Payment by Wynn Las Vegas, LLC & Wynn Las Vega...
February 28 2018 - 4:10PM
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 amended
the terms of their previously announced solicitation of consents
(the “Consent Solicitation”) from holders (the “Holders”) of their
outstanding 4.25% Senior Notes due 2023 (the “Notes”) to a proposed
amendment (the “Proposed Amendment”) to the indenture governing the
Notes (the “Indenture”).
The Issuers have extended the Consent Solicitation until 5:00
p.m., New York City time, on March 6, 2018, unless otherwise
terminated or further extended (the “Expiration Time”). The Issuers
have also amended the terms of the Consent Solicitation to provide
for a consent fee equal to (i) an aggregate of $12,500,000 payable
at the consummation of the Consent Solicitation (payable to Holders
that validly deliver (and do not validly revoke) their consents
prior to the Expiration Time (“Consenting Holders”) pro rata in
accordance with the principal amount of Notes as to which consents
were validly tendered (and not validly revoked) prior to the
Expiration Time) (the “Consent Payment”) plus (ii) an additional
contingent payment payable to each Consenting Holder equal to 5% of
the aggregate principal amount of Notes held by such Consenting
Holder for which consents are validly delivered (and not validly
revoked) minus the amount of the Consent Payment previously
received by such Consenting Holder (the “Contingent Payment”). The
Contingent Payment is payable upon the consummation of any
transaction (a “Triggering Transaction”) that would have required
the Issuers to make a Change of Control Offer with respect to the
Notes pursuant to the Indenture as a result of the consummation of
any transaction that would have been deemed a “Change of Control”
under the terms of the Indenture prior to the effectiveness of the
Proposed Amendment (described below) solely with respect to the
clause that will be removed by the Proposed Amendment. Whether a
Triggering Transaction has occurred is determined (i) at the time
of such Triggering Transaction occurs and (ii) in accordance with
the Indenture then in effect but without giving effect to the
Proposed Amendment.
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.
For a complete statement of the terms and conditions of the
Consent Solicitation, holders of Notes should refer to the Amended
and Restated Consent Solicitation Statement, dated February 28,
2018. Holders who have previously delivered consents need not take
any further action in order to receive the consent payment
described above (if and when it becomes payable) if the Consent
Solicitation is successful.
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/20180228006496/en/
Wynn Resorts, LimitedCraig Billings, 702-770-7555Chief Financial
Officer & Treasurerinvestorrelations@wynnresorts.com
Wynn Resorts (NASDAQ:WYNN)
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