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Form 8-K WYNN RESORTS LTD For: Feb 11

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February 11, 2015 4:09 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 11, 2015
 
 
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
 
Nevada
000-50028
46-0484987
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
 
 
Nevada
333-100768
88-0494875
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
3131 Las Vegas Boulevard South
Las Vegas, Nevada
 
89109
(Address of principal executive offices of each registrant)
 
(Zip Code)
(702) 770-7555
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01
Other Events.

On February 11, 2015, Wynn Resorts, Limited (“Wynn Resorts”) issued a press release announcing the pricing by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp., each an indirect wholly owned subsidiary of Wynn Resorts, of $1.8 billion aggregate principal amount of 5.5% Senior Notes due 2025 (the “Notes”). This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes described in the press release, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
Exhibit No.
Description
 
 
99.1
Press release, dated February 11, 2015, of Wynn Resorts, Limited.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
WYNN RESORTS, LIMITED
 
 
 
Dated: February 11, 2015
 
By:
 
/s/ Stephen Cootey
 
 
Stephen Cootey
 
 
Chief Financial Officer and Treasurer
 
 
(Principal Financial and Accounting Officer)






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
WYNN LAS VEGAS, LLC
 
 
 
Dated: February 11, 2015
 
By:
 
Wynn Resorts Holdings, LLC
 
 
 
 
its sole member
 
 
 
 
 
 
 
By:
 
Wynn Resorts, Limited
 
 
 
 
its sole member
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Stephen Cootey
 
 
Stephen Cootey
 
 
Chief Financial Officer and Treasurer
 
 
(Principal Financial and Accounting Officer)
 





EXHIBIT INDEX
 
Exhibit No.
Description
 
 
99.1
Press release, dated February 11, 2015, of Wynn Resorts, Limited.



Exhibit 99.1

Wynn Resorts Announces Pricing of Private Offering of $1.8 billion Aggregate Principal Amount of Wynn Las Vegas 5.5% Senior Notes due 2025

LAS VEGAS, February 11, 2015 (BUSINESS WIRE) - Wynn Resorts, Limited (NASDAQ: WYNN) announced today the pricing by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the “issuers”), each an indirect wholly-owned subsidiary of Wynn Resorts, Limited, of $1.8 billion aggregate principal amount of 5.5% Senior Notes due 2025 (the “Notes”). The Notes will be issued at par. Wynn Las Vegas, LLC plans to use the net proceeds from the offering to purchase any and all of the issuers’ outstanding $1,226.6 million aggregate principal amount of 7¾% First Mortgage Notes due 2020 (the “7¾% Notes”) and any and all of the issuers’ outstanding $377.01 million aggregate principal amount of 7⅞% First Mortgage Notes due 2020 (the “7⅞% Notes” and, together with the 7¾% Notes, the “2020 Notes”) pursuant to the previously announced cash tender offer with respect to the 2020 Notes. In addition, Wynn Las Vegas, LLC intends to satisfy and discharge the indentures governing each of the 7¾% Notes and 7⅞% Notes and use any remaining net proceeds from the offering to redeem any 7¾% Notes and 7⅞% Notes not tendered and for general corporate purposes.
The issuers will make the offering pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers of the Notes will offer the Notes only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the issuers may not offer or sell the 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 Notes described in this press release, nor shall there be any sale of the 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 offering of Notes and whether or not the issuers will consummate the offering. 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, 2013 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 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.
SOURCE: Wynn Resorts, Limited
CONTACT:
Wynn Resorts, Limited
Stephen Cootey, Chief Financial Officer & Treasurer
702-770-7000




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