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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2004
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) 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)
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))
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Item 1.01 Entry into a Material Definitive Agreement.
On November 22, 2004, certain subsidiaries of the Registrant, including Wynn
Las Vegas, LLC and Wynn Las Vegas Capital Corp., entered into a Purchase
Agreement, dated November 22, 2004, with Deutsche Bank Securities Inc., Banc of
America Securities, LLC and the other initial purchasers named therein, for the
sale of $1.3 billion aggregate of 6-5/8% First Mortgage Notes due 2014. The
Registrant's press release, dated November 23, 2004, relating to the stock
offering is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities
Inc., is the administrative agent under a $1.05 billion credit facility entered
into by Wynn Las Vegas, LLC and certain of its subsidiaries on October 30,
2002. Deutsche Bank Securities Inc. acted as a lead arranger and joint-book
running manager for such credit facility. Deutsche Bank Securities Inc. acted
as arranger of a $198.5 million loan facility for Wynn Las Vegas, LLC on
October 20, 2003. Deutsche Bank Trust Company Americas, an affiliate of
Deutsche Bank Securities Inc., is the administrative agent under a $143.4
million credit facility entered into by one of the Registrant's subsidiaries on
May 3, 2004. Deutsche Bank AG, Hong Kong, an affiliate of Deutsche Bank
Securities, Inc. is a global coordinating lead arranger of a $397 million
senior secured bank facility entered into by one of the Registrant's affiliates
on September 14, 2004.
In addition, Wynn Las Vegas, LLC intends to replace its existing credit
facility with new credit facilities, for which Deutsche Bank Trust Company
Americas, an affiliate of Deutsche Bank Securities Inc., will act as sole
administrative agent; Deutsche Bank Securities Inc. will act as joint advisor,
joint book-running manager and joint lead arranger; Bank of America, N.A., an
affiliate of Banc of America Securities LLC, will be a lender; Banc of America
Securities LLC will act as joint advisor, joint book-running manager, joint
lead arranger and sole syndication agent; Bear Stearns Corporate Lending, Inc.,
an affiliate of Bear, Stearns & Co. Inc., will act as joint documentation
agent; Bear, Stearns & Co. Inc. will act as joint book-running manager and
arranger; JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities
Inc., will act as joint documentation agent; J.P. Morgan Securities Inc. will
act as joint book-running manager and arranger; and Societe Generale, an
affiliate of SG Americas Securities, LLC, will act as joint book-running
manager and arranger. Each of the initial purchasers and/or affiliates of each
of the initial purchasers will be lenders under Wynn Las Vegas' new credit
facilities.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
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99.1 Press Release, dated November 23, 2004, 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.
Date: November 23, 2004
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Executive Vice President and
Chief Financial Officer