Form 8-K - Current report

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 8, 2024

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.)
3131 Las Vegas Boulevard South
Las Vegas,	Nevada		89109
(Address of principal executive offices)			(Zip Code)

(702) 770-7555

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

WYNN

Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01			Other Events.

On February 8, 2024, Wynn Resorts, Limited (“Wynn Resorts”) announced the pricing by Wynn Resorts Finance, LLC (“Wynn Resorts Finance”) and its subsidiary Wynn Resorts Capital Corp., each an indirect wholly-owned subsidiary of Wynn Resorts, of an additional $400 million aggregate principal amount of 7.125% Senior Notes due 2031 (the “Notes”). The initial purchasers of the Notes will offer the Notes for resale initially at a price equal to 103.000% of the principal amount thereof, with an initial yield of 6.570%, plus accrued interest from February 15, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale of the Notes or any other security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes being offered in the offering will not be and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Forward-Looking Statements

This Report, including Exhibit 99.1, contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations, beliefs, assumptions and estimates, and on information currently available to us, all of which are subject to change, and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, as discussed further in the attached press release.


Item 9.01			Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.			Description

99.1			Press release, dated February 8, 2024, of Wynn Resorts, Limited.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 8, 2024

By:

/s/ Julie Cameron-Doe

Julie Cameron-Doe

Chief Financial Officer

Exhibit 99.1

Wynn Resorts Announces Pricing of Private Add-On Offering of $400 Million Aggregate Principal Amount of Wynn Resorts Finance 7.125% Senior Notes due 2031

LAS VEGAS, February 8, 2024 (BUSINESS WIRE) — Wynn Resorts, Limited (“Wynn Resorts”) (NASDAQ: WYNN) announced today the pricing by Wynn Resorts Finance, LLC (“Wynn Resorts Finance”) and its subsidiary Wynn Resorts Capital Corp. (“Wynn Resorts Capital” and, together with Wynn Resorts Finance, the “Issuers”), each an indirect wholly-owned subsidiary of Wynn Resorts, of $400 million aggregate principal amount of 7.125% Senior Notes due 2031 (the “Notes”) in a private offering. The initial purchasers of the Notes will offer the Notes for resale initially at a price equal to 103.000% of the principal amount thereof, with an initial yield of 6.570%, plus accrued interest from February 15, 2024.

Wynn Resorts Finance plans to contribute the net proceeds from the offering, together with cash contributed by Wynn Resorts and/or borrowings under Wynn Resorts Finance’s senior credit facilities, to its subsidiary, Wynn Las Vegas, LLC (“Wynn Las Vegas”), and will cause Wynn Las Vegas to use the contribution, together with cash on hand, (i) to repurchase up to $800.0 million of the Wynn Las Vegas’ 5.500% Senior Notes due 2025 (the “2025 LV Notes”) that are validly tendered and accepted for payment pursuant to Wynn Las Vegas’ tender offer commenced on the date hereof, (ii) to pay related fees and expenses, and (iii) the remainder, if any, for general corporate purposes. If any proceeds remain after the tender offer, Wynn Las Vegas may use the remaining proceeds, cash contributed by Wynn Resorts, borrowings under Wynn Resorts Finance’s senior credit facilities, or proceeds from the issuance of additional notes, from time to time, to purchase additional 2025 LV Notes in the open market, in privately negotiated transactions, through tender offers, or otherwise, or to redeem, discharge or defease the 2025 LV Notes that are able to be redeemed, discharged or defeased pursuant to their terms. This press release shall not constitute an offer to purchase or the solicitation of an offer to sell the 2025 LV Notes. This press release does not constitute a notice of redemption or an offer to purchase or a solicitation of an offer to sell the 2025 LV Notes.

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. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including, but not limited to, reductions in discretionary consumer spending, adverse macroeconomic conditions and their impact on levels of disposable consumer income and wealth, changes in interest rates, inflation, a decline in general economic activity or recession in the U.S. and/or global economies, extensive regulation of our business, pending or future legal proceedings, ability to maintain gaming licenses and concessions, dependence on key employees, general global political conditions, adverse tourism trends, travel disruptions caused by events outside of our control, dependence on a limited number of resorts, competition in the casino/hotel and resort industries, uncertainties over the development and success of new gaming and resort properties, construction and regulatory risks associated with current and future projects (including Wynn Al Marjan Island), cybersecurity risk and our leverage and ability to meet our debt service obligations. Additional information concerning potential factors that could affect Wynn Resorts’ financial results is included in Wynn Resorts’ Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by Wynn Resorts’ other periodic reports filed with the Securities and Exchange Commission from time to time. Neither Wynn Resorts nor the Issuers are under any

obligation to (and expressly disclaim any such obligation to) update or revise their forward-looking statements as a result of new information, future events or otherwise, except as required by law.

SOURCE:

Wynn Resorts, Limited

CONTACT:

Price Karr

702-770-7555

investorrelations@wynnresorts.com

Document and Entity Information	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	WYNN RESORTS, LIMITED
Entity Incorporation, State or Country Code	NV
Entity File Number	000-50028
Entity Tax Identification Number	46-0484987
Entity Address, Address Line One	3131 Las Vegas Boulevard South
Entity Address, City or Town	Las Vegas,
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89109
City Area Code	702
Local Phone Number	770-7555
Title of 12(b) Security	Common stock, par value $0.01
Trading Symbol	WYNN
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001174922