Wynn Resorts, Limited (NASDAQ: WYNN) announced today the pricing by Wynn
Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the "issuers”), each a
direct or indirect wholly owned subsidiary of Wynn Resorts, Limited, of
$500,000,000 aggregate principal amount of new 7.875% First Mortgage
Notes due 2017. The notes will be issued at a discount of 97.823% of
par. The notes will be offered only to qualified institutional buyers
and outside the U.S. in accordance with Rule 144A and Regulation S,
respectively, under the Securities Act of 1933. Wynn Las Vegas, LLC
plans to use the net proceeds of the offering to repay amounts
outstanding under its revolving credit facilities and term loan facility.
The notes will rank pari passu in right of payment with borrowings under
Wynn Las Vegas, LLC’s credit facilities and its outstanding 6.625% First
Mortgage Notes due 2014 (the "existing notes”). The notes will be senior
secured obligations of the issuers, will be guaranteed by certain of
Wynn Las Vegas, LLC’s subsidiaries and will be secured by a first
priority lien on substantially all of the existing and future assets of
the issuers and guarantors and, subject to approval from the Nevada
Gaming Commission, a first priority lien on the equity interests of Wynn
Las Vegas, LLC, all of which is the same collateral that secures
borrowings under Wynn Las Vegas, LLC’s credit facilities and the
existing notes.
The notes have not been registered under the Securities Act of 1933 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. The issuers have agreed to make an
offer to exchange the notes for registered, publicly traded notes that
have substantially identical terms as the notes.
Forward-Looking Statements
This release contains forward-looking statements about Wynn Las Vegas
and Wynn Las Vegas Capital Corp., including those related to the
offering of notes and whether or not Wynn Las Vegas and Wynn Las Vegas
Capital Corp. will consummate the offering. Such 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 made by Wynn Resorts or the issuers. The risks and
uncertainties include, but are not limited to, competition in the
casino/hotel and resorts industries, the issuers’ brief operating
history, 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 the issuers’ Annual Report
on Form 10-K for the year ended December 31, 2008 and the issuers’ other
periodic reports filed with the Securities and Exchange Commission.
Neither Wynn Resorts 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.
