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EX-99.1 - EXHIBIT 99.1 - WYNN RESORTS LTDex991.htm
EX-99.2 - EXHIBIT 99.2 - WYNN RESORTS LTDex992.htm


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): May 4, 2017
 
 

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))
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 May 4, 2017, Wynn Resorts, Limited ("Wynn Resorts") issued a press release announcing that its indirect wholly owned subsidiary, Wynn Las Vegas, LLC ("Wynn Las Vegas"), has commenced a cash tender offer for any and all of the outstanding $900 million aggregate principal amount of 5.375% First Mortgage Notes due 2022, issued by Wynn Las Vegas and Wynn Las Vegas Capital Corp. ("Capital Corp."), an indirect wholly owned subsidiary of Wynn Resorts. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Separately, on May 4, 2017, Wynn Resorts issued a press release announcing that Wynn Las Vegas and Capital Corp. plan to offer $900 million aggregate principal amount of Senior Notes due 2027 (the "2027 Notes"). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2027 Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. A copy of the press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
Exhibit No.
Description
 
 
99.1
Press release, dated May 4, 2017, of Wynn Resorts, Limited.
99.2
Press release, dated May 4, 2017, 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: May 4, 2017
 
By:
 
/s/ Craig S. Billings
 
 
Craig S. Billings
 
 
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: May 4, 2017
By:
 
  Wynn Las Vegas Holdings, LLC, its
  sole member
 
 
 
 
 
 
 
 
By:
 
  Wynn America, LLC, its sole member
 
 
 
 
 
 
 
 
By:
 
  Wynn Resorts Holdings, LLC, its
   sole member
 
 
 
 
 
 
 
 
By:
 
  Wynn Resorts, Limited, its
   sole member
 
 
 
 
 
 
 
 
By:
 
/s/ Craig S. Billings
 
 
 
Craig S. Billings
 
 
 
Chief Financial Officer and Treasurer
 
 
 
(Principal Financial and Accounting Officer)
 
 






EXHIBIT INDEX
 
Exhibit No.
Description
 
 
99.1
Press release, dated May 4, 2017, of Wynn Resorts, Limited.

99.2
Press release, dated May 4, 2017, of Wynn Resorts, Limited.