Wynn Resorts, Limited (NASDAQ: WYNN) announced today that Wynn Las
Vegas, LLC and Wynn Las Vegas Capital Corp. (the "issuers”), each a
direct or indirect wholly owned subsidiary of Wynn Resorts, Limited,
intend to commence an offer to exchange all outstanding 6?% First
Mortgage Notes due 2014 (the "2014 Notes”) for 7?% First Mortgage Notes
due 2020 (the "2020 Notes”) of the issuers, upon the terms and subject
to the conditions to be set forth in an offering memorandum (the
"offering memorandum”), and a related letter of transmittal (the
"exchange offer”). The exchange offer is conditioned upon, among other
things, the tender of at least $250 million aggregate principal amount
of 2014 Notes. The 2020 Notes will be offered only to qualified
institutional buyers and outside the United States in accordance with
Rule 144A and Regulation S, respectively, under the Securities Act of
1933, as amended (the "Securities Act”).
The 2020 Notes will rank pari passu in right of payment with borrowings
under Wynn Las Vegas, LLC’s credit facilities, the 2014 Notes and the
issuers’ 7?% First Mortgage Notes due 2017 (the "2017 Notes”). The 2020
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,
the 2014 Notes and the 2017 Notes.
As further described in the offering memorandum, noteholders who validly
tender 2014 Notes prior to the early delivery time will receive an early
delivery payment in cash.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any offer
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The
2020 Notes will not be registered under the Securities Act and they may
not be offered or sold in the United States absent registration or an
applicable exemption from registration. Documents relating to the offer
will only be distributed to noteholders who complete and return a letter
of eligibility confirming that they are within the category of eligible
investors for this private offer. Noteholders who desire a copy of the
eligibility letter should contact Global Bondholder Services
Corporation, the information agent for the exchange offer, at (866)
470-3800 (U.S. Toll-free) or (212) 925-1630 (Collect).
Forward-Looking Statements
This release contains forward-looking statements about Wynn Las Vegas,
LLC and Wynn Las Vegas Capital Corp., including those related to the
offering of 2020 Notes and whether or not Wynn Las Vegas, LLC 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, Limited or the issuers.
The 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, 2009 and Wynn Las Vegas, LLC’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.
