Wynn Resorts Announces Commencement of Tender Offer for Cash and Consent
Solicitation by Wynn Las Vegas, LLC for Any and All of its 7⅞% First
Mortgage Notes Due 2017
LAS VEGAS -- May 15, 2013
Wynn Resorts, Limited (NASDAQ:WYNN) announced today that its indirect wholly
owned subsidiary, Wynn Las Vegas, LLC, has commenced a cash tender offer (the
“Tender Offer”) for any and all of its outstanding $500.0 million aggregate
principal amount of 7⅞% First Mortgage Notes due 2017 (the “Notes”) and a
solicitation of consents to certain proposed amendments to the indenture (the
“Indenture”) governing the Notes (the “Consent Solicitation”). The proposed
amendments would eliminate substantially all of the restrictive covenants as
well as various events of default and other provisions.
The Tender Offer and the Consent Solicitation are scheduled to expire at
midnight, New York City time, in the evening of May 21, 2013 unless extended
or earlier terminated (such time, as may be extended, the “Expiration Time”).
Holders who validly tender their Notes and deliver their consent to the
proposed amendments to the Indenture prior to the Expiration Time will be
eligible to receive $1,071.45 for each $1,000 principal amount of Notes.
Holders may not tender their Notes pursuant to the Tender Offer without
delivering consents or deliver consents without tendering their Notes.
Tendered Notes may not be withdrawn and the related consents may not be
revoked, except as may be required by applicable law. Completion of the Tender
Offer is subject to certain market and other conditions, including the
completion by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corporation (the
“issuers”) of an offering of senior notes on terms and conditions satisfactory
to the issuers. Settlement of the Tender Offer will occur promptly after the
Expiration Time, unless terminated.
This press release shall not constitute an offer to purchase or the
solicitation of an offer to sell or a solicitation of consents with respect to
the Notes. The complete terms and conditions of the Tender Offer and Consent
Solicitation are described in the Offer to Purchase and Consent Solicitation
Statement dated as of May 15, 2013 (the “Offer to Purchase”) and the related
Letter of Transmittal and Consent, copies of which may be obtained from D.F.
King & Co., Inc., the tender and information agent for the Tender Offer, at
(800) 659-6590 (U.S. toll free) or, for banks and brokers, at (212) 269-5550.
Wynn Las Vegas, LLC has engaged Deutsche Bank Securities Inc. to act as the
dealer manager and solicitation agent in connection with the Tender Offer and
the Consent Solicitation. Questions regarding the terms of the Tender Offer
and the Consent Solicitation may be directed to Deutsche Bank Securities Inc.,
at (855) 287-1922 (U.S. toll-free) and (212) 250-7527 (collect).
This release contains forward-looking statements, including those related to
the tender for Notes and whether or not the issuers will consummate the tender
offer. 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, 2012 and Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2013 and Wynn Las Vegas, LLC’ s 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, Limited
Matt Maddox, Chief Financial Officer & Treasurer
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