WYNN Wynn Resorts Ltd

On February 8, 2021, Wynn Resorts, Limited (“Wynn Resorts” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), to issue and sell 6,500,000 shares of its common stock (or 7,475,000 shares if the Underwriters exercised their option to purchase additional common stock in full). The transaction closed on February 11, 2021, with the Underwriters purchasing 7,475,000 shares from the Company (after exercising their option to purchase additional common stock in full), with net proceeds to the Company (after deducting underwriting discounts, but excluding offering expenses) of approximately $842.5 million. The Company intends to use the net proceeds from the offering for general corporate purposes.

The shares were issued and sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-234542), filed with the SEC on November 6, 2019, the base prospectus therein and the accompanying prospectus supplement, dated February 8, 2021.

Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of those liabilities. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this current report and incorporated herein by reference.

Brownstein Hyatt Farber Schreck, LLP has issued an opinion, dated February 11, 2021, to the Company regarding certain legal matters with respect to the offering of the shares of common stock, a copy of which is filed as Exhibit 5.1 hereto.