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, priced a private offering of $400,000,000 aggregate principal
amount of their 6?% First Mortgage Notes due
2014 at a price of 97.25% of the principal amount. The notes were
offered only to qualified institutional buyers and non-U.S. foreign
investors in accordance with Rule 144A and Regulation S, respectively,
under the Securities Act of 1933. The notes are being issued under the
same indenture as the 6?% First Mortgage
Notes previously issued by the issuers.
The notes will be pari passu with, and will vote on any matter submitted
to noteholders with, the previously issued 6?%
First Mortgage Notes. However, because the notes are being issued with
original issue discount, they will not be of the same series as, and
will not be fungible with, the previously issued 6?%
First Mortgage Notes. The notes will be senior secured obligations of
the issuers, will be guaranteed by Wynn Las Vegas, LLC’s
subsidiaries (subject to some exceptions), and will be secured by a
first priority lien on substantially all of the existing and future
assets of the issuers and guarantors.
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,
LLC and Wynn Capital Corp., including those related to the offering of
notes and whether or not Wynn Las Vegas, LLC and Wynn 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’ 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, 2006 and the
issuers’ 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.
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