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): DECEMBER 14, 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.E. 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 14, 2004, Wynn Resorts, Limited (the "REGISTRANT"), completed a
refinancing of the existing indebtedness of its indirect subsidiary, Wynn Las
Vegas, LLC ("WLV"). The Registrant's press release, dated December 14, 2004,
relating to the refinancing is filed herewith as Exhibit 99.1 and incorporated
herein by reference. The refinancing included the transactions described below:
First Mortgage Notes
On December 14, 2004, WLV and its subsidiary, Wynn Las Vegas Capital Corp.
(together with WLV, the "ISSUERS"), issued $1.3 billion aggregate principal
amount of 6-5/8% First Mortgage Notes due 2014 (the "FIRST MORTGAGE NOTES"),
pursuant to an indenture (the "INDENTURE") with U.S. Bank National Association,
as Trustee (the "NOTES TRUSTEE").
The First Mortgage Notes will mature on December 1, 2014 and bear interest at
the rate of 6-5/8% per annum. The Issuers may redeem up to 35% of the aggregate
principal amount of the notes at any time prior to December 1, 2007 at a
redemption price of 106.625% with the proceeds of one or more qualified equity
offerings of the Registrant that are contributed to WLV. Commencing December 1,
2009, the First Mortgage Notes are redeemable at the Issuers' option in whole
or in part at a premium starting at 103.313% and declining ratably to par. The
First Mortgage Notes will not be redeemable at the option of the holder, except
upon the occurrence of a change of control, or in the case of certain sales of
assets or events of loss as set forth in the Indenture. Mandatory prepayments
from asset sales and insurance and condemnation proceeds will be applied to
repay the term loan facility under the new credit facilities described below,
the First Mortgage Notes (to the extent accepted by the noteholders) and other
pari passu indebtedness of the Issuers, and in certain events, to repay the
revolving credit facility and reduce the revolving credit commitments under the
new credit facilities.
The Indenture contains covenants limiting the ability of the Issuers to incur
additional debt, make distributions, investments and restricted payments,
create liens, enter into transactions with affiliates, sell assets, enter into
sale-leaseback transactions, permit restrictions on dividends and other
payments by subsidiaries, or engage in mergers, consolidations, sales of
substantially all assets, sales of subsidiary stock and other specified types
of transactions. The Indenture also contains covenants requiring the Issuers to
offer to repurchase a portion of the First Mortgage Notes from asset sale and
insurance or condemnation proceeds, subject to a reinvestment period, in each
case with specified exceptions.
The First Mortgage Notes are obligations of the Issuers, guaranteed by each of
the subsidiaries of WLV, other than Wynn Completion Guarantor, LLC. Subject to
the intercreditor agreement described below, and certain exceptions, the First
Mortgage Notes, and the guarantees thereof, are secured by: (1) a first
priority security interest in a liquidity reserve account, which may be used to
pay costs for the completion of the construction and opening of the Wynn Las
Vegas hotel and casino resort and, after the completion of Wynn Las Vegas, to
meet WLV's debt service needs in connection with the operation of Wynn Las
Vegas; (2) all amounts on deposit from time to time in a completion guarantee
deposit account held by WLV's subsidiary, Wynn Completion Guarantor, LLC; (3) a
first priority pledge of all of the member's interests owned by WLV in its
subsidiaries (other than Wynn Completion Guarantor, LLC) and of Wynn Resorts
Holdings, LLC's 100% member's interest in WLV; (4) first mortgages on all real
property constituting Wynn Las Vegas, its golf course and its recently
announced proposed expansion, Encore at Wynn Las Vegas; and (5) a first
priority security interest in substantially all other existing and future
assets of WLV and the guarantors, excluding, among other things, an aircraft
beneficially owned by World Travel, LLC. The First Mortgage Notes are also
secured by certain of the net proceeds from the sale of the First Mortgage
Notes.
The obligations of the Issuers and the guarantors under the First Mortgage
Notes rank pari passu in right of payment with their existing and future senior
secured indebtedness, including indebtedness with respect to the credit
facilities described below, and rank senior in right of payment to all of their
existing and future subordinated indebtedness.
Events of default under the Indenture include, among others, the following:
default for 30 days in the payment of interest on the First Mortgage Notes;
default in the payment of principal on the First Mortgage Notes when due;
failure to comply with certain covenants in the Indenture, in some cases
without notice from the trustee or the holders of notes; in certain
circumstances, default under any other mortgage or debt instrument for money
borrowed by WLV or one of its restricted subsidiaries; default under the
Disbursement Agreement described below or the new credit facilities;
inaccuracies with respect to certain representations and warranties made in
connection with the Indenture or the collateral documents related thereto; the
failure to achieve certain goals with respect to the completion of Wynn Las
Vegas; the failure to pay certain judgments; and certain events of bankruptcy.
Under certain circumstances, the trustee may initiate a foreclosure against all
or a portion of the collateral if an event of default has occurred and is
continuing.
The Indenture is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
New Credit Facilities
On December 14, 2004, WLV entered into a credit agreement (the "CREDIT
AGREEMENT") and related ancillary agreements with Deutsche Bank Securities
Inc., Deutsche Bank Trust Company Americas (referred to herein as Deutsche
Bank), Banc of America Securities LLC, Bank of America, N.A., Bear Stearns
Corporate Lending Inc., Bear, Stearns & Co. Inc., JPMorgan Chase Bank, N.A.,
J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Societe Generale and SG
Americas Securities, LLC, for secured revolving credit and term loan facilities
in the aggregate amount of $1.0 billion. The credit facilities consist of a
revolving credit facility in the amount of $600 million and a term loan
facility in the amount of $400 million.
The revolving credit facility will terminate and be payable in full on the
fifth anniversary of the closing date, and the term loan facility will mature
on the seventh anniversary of the closing date. WLV is required to draw half of
the term loans by February 14, 2005 and the remaining half of the term loans by
March 14, 2005.
The amount available under the new credit facilities will be reduced by $550.0
million if the budget, schedule and plans and specifications for Encore at Wynn
Las Vegas (the "ENCORE BUDGET, SCHEDULE, PLANS AND SPECIFICATIONS"), the
planned expansion of the Wynn Las Vegas resort and casino, have not been
approved by a majority of the arrangers or a majority of the lenders under the
Credit Agreement by June 30, 2005. This may result in a reduction of
availability under the revolving credit facility, prepayment of loans under the
term loan facility or any combination of the two.
For purposes of calculating interest, loans under the new credit facilities
will be designated, at the election of WLV, as Eurodollar Loans or, in certain
circumstances, Base Rate Loans. Eurodollar Loans are expected to bear interest
at the interbank eurocurrency rate, adjusted for reserves, plus a borrowing
margin as described below. Interest on Eurodollar Loans shall be payable at the
end of the applicable interest period in the case of interest periods of one,
two or three months, and every three months in the case of interest periods of
six months. Base Rate Loans are expected to bear interest at (a) the greater of
(i) the rate most recently announced by Deutsche Bank as its "prime rate," or
(ii) the Federal Funds Rate plus 1/2 of 1% per annum; plus (b) a borrowing
margin as described below. Interest on Base Rate Loans will be payable
quarterly in arrears.
After the opening of Wynn Las Vegas or, if Encore at Wynn Las Vegas qualifies
for financing under the Disbursement Agreement, after the opening of Encore at
Wynn Las Vegas, the applicable borrowing margins for revolving loans will be
based on WLV's leverage ratio, ranging from 1.25% to 2.5% per annum for
Eurodollar Loans and 0.25% to 1.5% per annum for Base Rate Loans. After the
opening of Wynn Las Vegas or, if Encore at Wynn Las Vegas qualifies for
financing under the Disbursement Agreement, after the opening of Encore at Wynn
Las Vegas, WLV will pay, quarterly in arrears, 0.75% per annum on the daily
average of unborrowed availability under the revolving credit facility. After
the opening of Wynn Las Vegas or, if Encore at Wynn Las Vegas qualifies for
financing under the Disbursement Agreement, after the opening of Encore at Wynn
Las Vegas, the annual fee WLV will be required to pay for unborrowed
availability under the revolving credit facility will be based on WLV's
leverage ratio, ranging from 0.25% to 0.50% per annum. For unborrowed amounts
under the term loan facility, WLV expects to pay, quarterly in arrears, 1.00%
per annum on the daily average of the unborrowed amounts under the term loan
facility. Letters of credit issued pursuant to the new credit facilities are
expected to accrue fees at the borrowing margins payable on Eurodollar Loans as
described above, plus a customary fronting fee. In addition, certain fees will
be payable on the closing date to certain lenders and other parties to the
Credit Agreement.
The new credit facilities are obligations of WLV, guaranteed by each of the
subsidiaries of WLV, other than Wynn Completion Guarantor, LLC. Subject to the
intercreditor agreement described below, and certain exceptions, the
obligations of WLV and each of the guarantors under the new credit facilities
are secured by: (1) a first priority security interest in a liquidity reserve
account, which may be used to pay costs for the completion of the construction
and opening of the Wynn Las Vegas hotel and casino resort and, after the
completion of Wynn Las Vegas, to meet WLV's debt service needs in connection
with the operation of Wynn Las Vegas; (2) all amounts on deposit from time to
time in a completion guarantee deposit account held by Wynn Completion
Guarantor, LLC; (3) all amounts on deposit from time to time in a secured
account holding the proceeds of the new credit facilities; (4) a first priority
pledge of all member's interests owned by WLV in its subsidiaries (other than
Wynn Completion Guarantor, LLC) and Wynn Resorts Holdings, LLC's 100% member's
interest in WLV; (5) first mortgages on all real property constituting Wynn Las
Vegas, its golf course and its recently announced proposed expansion, Encore at
Wynn Las Vegas; and (6) a first priority security interest in substantially all
other existing and future assets of WLV and the guarantors, excluding an
aircraft owned by World Travel, LLC; provided, that the aircraft may be pledged
to secure the new credit facilities under certain circumstances.
The obligations of WLV and the guarantors under the credit facilities rank pari
passu in right of payment with their existing and future senior indebtedness,
including indebtedness with respect to the First Mortgage Notes and ranks
senior in right of payment to all of their existing and future subordinated
indebtedness.
In addition to scheduled amortization payments, WLV will be required to make
mandatory prepayments of indebtedness under the new credit facilities from the
net proceeds of all debt offerings (other than those constituting certain
permitted debt) and, subject to a reinvestment period, asset sale and insurance
or condemnation proceeds, in each case with specified exceptions. After the
opening of Wynn Las Vegas or, if Encore at Wynn Las Vegas qualifies for
financing under the Disbursement Agreement, after the opening of Encore at Wynn
Las Vegas, WLV will also be required to make mandatory repayments of
indebtedness under the new credit facilities from specified percentages of
excess cash flow, which percentages may decrease and/or be eliminated based on
WLV's leverage ratio. Mandatory prepayments from asset sales and insurance and
condemnation proceeds will be applied to repay the term loan facility, the
First Mortgage Notes (to the extent accepted by the noteholders), and in
certain events, to repay the revolving credit facility and reduce the revolving
credit commitments. Other than with respect to a 1% premium that WLV will be
required to pay with respect to certain repayments of WLV's term loans
occurring prior to December 14, 2005, WLV will have the option to prepay all or
any portion of the indebtedness under the new credit facilities at any time
without premium or penalty.
The Credit Agreement contains customary negative covenants and financial
covenants, including negative covenants that will restrict WLV's ability to:
incur additional indebtedness, including guarantees; create, incur, assume or
permit to exist liens on property and assets; declare or pay dividends and make
distributions or restrict the ability of WLV's subsidiaries to pay dividends
and make distributions; engage in mergers, investments and acquisitions; enter
into transactions with affiliates; enter into sale-leaseback transactions;
execute modifications to material contracts; engage in sales of assets; make
capital expenditures; and make optional prepayments of certain indebtedness.
The financial covenants include (i) maintaining a ratio of earnings before
interest, taxes, depreciation and amortization to total interest expense, and
(ii) total debt to earnings before interest, taxes, depreciation and
amortization.
The Credit Agreement contains certain events of default, including the failure
to make payments when due, defaults under other material agreements or
instruments of indebtedness of specific amounts, noncompliance with covenants,
material breaches of representations and warranties, ERISA matters, impairment
of security interests in collateral, change of control and specified events
under the Disbursement Agreement (including the failure or inability to
complete Wynn Las Vegas or, if applicable, Encore at Wynn Las Vegas, by the
specified completion dates), failure to pay certain judgments and certain
events of bankruptcy, subject in some cases to applicable notice provisions and
grace periods. The consequences of an event of default may include termination
of the commitments under the new credit facilities, acceleration of all amounts
due under the new credit facilities, and various other remedies that could
include, among other things, foreclosure on substantially all of WLV's assets.
The Credit Agreement is filed herewith as Exhibit 10.2 and incorporated herein
by reference.
Disbursement Agreement
On December 14, 2004, in connection with the refinancing transactions described
herein, WLV entered into a disbursement agreement (the "DISBURSEMENT
AGREEMENT") with Deutsche Bank Trust Company Americas, as the administrative
agent, Deutsche Bank Trust Company Americas, as the disbursement agent, and
U.S. Bank National Association, as the Notes Trustee.
The Disbursement Agreement sets forth WLV's material obligations to complete
the Wynn Las Vegas hotel and casino resort and, if applicable, develop,
construct and complete Encore at Wynn Las Vegas (collectively, the "PROJECTS")
and establishes mechanics for approval of a line item budget and a schedule for
the completion of construction of Wynn Las Vegas and, if and when applicable,
the construction of Encore at Wynn Las Vegas. The Disbursement Agreement also
establishes the conditions to, and the relative sequencing of, the making of
advances and disbursements under the new credit facilities and from the
proceeds of the First Mortgage Notes, and establishes the obligations of the
lenders and the administrative agent under the new credit facilities to advance
and disburse, respectively, funds under the new credit facilities and the
obligation of the Notes Trustee to release funds from the First Mortgage Notes
proceeds account upon satisfaction of such conditions. The Disbursement
Agreement also sets forth the mechanics for approving change orders and
amendments to the construction budgets and the construction schedules for the
Projects. The Disbursement Agreement includes certain representations,
warranties, covenants and events of default that relate to construction of the
Projects.
Under the Disbursement Agreement, WLV is permitted to use the proceeds of the
First Mortgage Notes and borrowings under the new credit facilities to pay for
costs related to the development, construction, outfitting and opening of the
Projects (including financing costs and interest during construction) and,
subject to certain limitations, corporate overhead and related costs
(collectively, "PROJECT COSTS"). Except as provided in the following paragraph,
the proceeds of the new credit facilities and the First Mortgage Notes will not
be available to pay Project Costs related to Encore at Wynn Las Vegas until a
majority of the arrangers (by number) or a majority of the lenders under the
new credit facilities (in consultation with the construction consultant) have
approved, among other things, the Encore Budget, Schedule, Plans and
Specifications and certain construction-related agreements (including certain
material construction and design contracts), and WLV shall have satisfied
certain other conditions precedent relating to Encore at Wynn Las Vegas.
Prior to the approval of the Encore Budget, Schedule, Plans and Specifications,
as set forth above, the Disbursement Agreement will permit disbursements of up
to $100.0 million in the aggregate from the borrowings under the new credit
facilities and the proceeds of the First Mortgage Notes to pay for Project
Costs related to Encore at Wynn Las Vegas pursuant to abbreviated disbursement
procedures set forth in the Disbursement Agreement. No more than $100.0 million
from the proceeds of the new credit facilities and the First Mortgage Notes
will be disbursed for application toward Project Costs related to Encore at
Wynn Las Vegas prior to the opening of Wynn Las Vegas. Thereafter, if the
Encore Budget, Schedule, Plans and Specifications have been approved, the
entire amount of the borrowings under the new credit facilities (subject to
exceptions for working capital and other purposes, including amounts necessary
for final completion of Wynn Las Vegas) and the remaining proceeds of the First
Mortgage Notes will be available for application toward Project Costs related
to Encore at Wynn Las Vegas in accordance with the Disbursement Agreement.
The Disbursement Agreement sets forth the order in which funds from the various
sources will be made available to WLV. WLV expects that a significant portion
of the funds needed to pay Project Costs in respect of Encore at Wynn Las Vegas
will come from WLV's operating cash flows after opening of Wynn Las Vegas.
WLV's failure to achieve operating cash flows, or obtain other funds,
sufficient to fund certain of the Project Costs for Encore at Wynn Las Vegas
would prevent WLV from obtaining disbursements and may cause an event of
default under the Disbursement Agreement and, as a result, under the Indenture
and the Credit Agreement.
In order to implement the funding of disbursements, the Disbursement Agreement
calls for the maintenance of certain accounts, each of which will, subject to
certain exceptions, secure WLV's obligations under the new credit facilities
and the First Mortgage Notes; provided that the secured account holding the
proceeds of the First Mortgage Notes will secure only WLV's obligations under
the First Mortgage Notes, and the secured account holding the proceeds of the
new credit facilities will secure only WLV's obligations to the lenders under
the new credit facilities. The accounts will include a company's funds account,
a notes proceeds account, a bank proceeds account, a disbursement account, a
cash management account, a completion guarantee deposit account and a liquidity
reserve account.
The Disbursement Agreement obligates WLV to comply with various affirmative and
negative covenants. Upon the occurrence and during the continuance of an event
of default under the Disbursement Agreement, the lenders under the new credit
facilities and the Notes Trustee will be entitled to suspend their respective
obligations to make any further disbursements under the Disbursement Agreement.
Provisions under the Disbursement Agreement can be amended or waived by the
agent for the New Credit Facilities (acting under the Credit Agreement) without
the consent of the Notes Trustee.
The Disbursement Agreement will terminate after final completion of Wynn Las
Vegas or, if the Encore Budget, Schedule, Plans and Specifications have been
approved and WLV has elected to construct it, after final completion of Encore
at Wynn Las Vegas. The Disbursement Agreement will cease to apply to Wynn Las
Vegas after final completion of Wynn Las Vegas. Upon termination of the
Disbursement Agreement, all amounts remaining in any Disbursement Agreement
accounts other than amounts on deposit in the liquidity reserve account will be
released to WLV, and the covenants contained in the Disbursement Agreement will
cease to apply. Amounts remaining on deposit in the liquidity reserve account
at substantial completion will be available to WLV under certain circumstances
to pay debt service. Upon satisfaction of certain financial tests, amounts
remaining in the liquidity reserve account will be applied to repay the
revolving loans under the New Credit Facilities (without reduction in revolving
loan commitments thereunder).
The Disbursement Agreement is filed herewith as Exhibit 10.3 and incorporated
herein by reference.
Intercreditor Agreement
The Notes Trustee, the lenders under the Credit Agreement and the collateral
agent with respect to the collateral securing the First Mortgage Notes and the
new credit facilities have entered into an intercreditor agreement to govern
the relationship between the noteholders and the lenders (the "INTERCREDITOR
AGREEMENT"). The Intercreditor Agreement imposes restrictions on the
enforcement of remedies with respect to the collateral securing the First
Mortgage Notes and the guarantees under specified circumstances.
The Intercreditor Agreement is filed herewith as Exhibit 10.4 and incorporated
herein by reference.
Relationships with Lenders
The lenders and agents under the Credit Agreement and certain of their
affiliates have performed investment banking, commercial lending and advisory
services for the Registrant and its affiliates, from time to time, for which
they have received customary fees and expenses. Certain of the lenders and
their affiliates have also acted as the initial purchasers for the First
Mortgage Notes. These parties may, from time to time, engage in transactions
with, and perform services for, the Registrant and its affiliates in the
ordinary course of their business.
On December 14, 2004, WLV repaid all amounts outstanding under WLV's Old Credit
Agreement (as defined below), for which Deutsche Bank Securities Inc. acted as
lead arranger and joint book running manager, Banc of America Securities LLC
acted as lead arranger, joint book running manager and syndication agent,
Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities
Inc., acted as administrative agent and swing line lender, Bear, Stearns & Co.
Inc. acted as arranger and joint book running manager, Bear Stearns Corporate
Lending Inc., an affiliate of Bear, Stearns & Co. Inc., acted as joint
documentation agent and JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan
Securities Inc., acted as joint documentation agent. Bank of America, N.A., an
affiliate of Banc of America Securities LLC, was a lender under our old credit
facilities. In addition, each of Deutsche Bank Securities Inc., Bear, Stearns &
Co. Inc. and J.P. Morgan Securities Inc. and/or affiliates of each of them was
a lender under WLV's old credit facilities.
On December 14, 2004, WLV repaid all amounts outstanding under WLV's furniture,
fixtures and equipment loan facility (the "FF&E FACILITY"), for which Deutsche
Bank Securities Inc. acted as joint lead arranger, joint book running manager
and lender, Banc of America Leasing & Capital, LLC, an affiliate of Banc of
America Securities LLC, acted as joint lead arranger and joint book running
manager and Bank of America, N.A. and Bank of America, N.A.--Nevada Branch,
affiliates of Banc of America Securities LLC, Societe Generale, an affiliate of
SG Americas Securities, LLC, and Bear, Stearns & Co. Inc. acted as lenders.
Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities
Inc., acted as administrative agent under a $143.4 million credit facility
incurred by one of the Registrant's affiliates. This credit facility was repaid
in full on December 14, 2004.
Deutsche Bank AG, Hong Kong Branch, an affiliate of Deutsche Bank Securities
Inc., and Societe Generale Asia Limited, an affiliate of SG Americas
Securities, LLC, acted as global coordinating lead arrangers under a $397.0
million definitive credit agreement executed on September 14, 2004 by one of
the Registrant's affiliates to partially finance the Wynn Macau project.
Deutsche Bank Securities Inc. acted as sole book-running manager in the recent
offering of 7,500,000 shares of the Registrant's common stock. The offering,
which was consummated on November 15, 2004, was made pursuant to an existing
shelf registration statement previously filed with, and declared effective by,
the SEC. Deutsche Bank Securities Inc. also exercised an option to purchase an
additional 1,125,000 shares to cover over-allotments. The sale of the
over-allotment shares was consummated on December 10, 2004.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
In connection with the refinancing described under Item 1.01 of this Report,
all obligations under the following agreements were satisfied and discharged:
Old Credit Facilities
On December 14, 2004, WLV repaid in full (approximately $458.6 million) the
outstanding balance under its senior credit facility evidenced by the Credit
Agreement, dated as of October 30, 2002 (the "OLD CREDIT AGREEMENT"), and as
subsequently amended from time to time, among WLV, the Lenders (as defined
therein), Deutsche Bank Securities, Inc., Deutsche Bank Trust Company Americas,
Banc of America Securities LLC, Bear, Stearns & Co. Inc., Bear Stearns
Corporate Lending Inc., Dresdner Bank AG, New York and Grand Cayman Branches,
and JPMorgan Chase Bank, and terminated all lending commitments thereunder. All
collateral pledged to secure obligations under the Old Credit Agreement was
released on December 14, 2004.
FF&E Facilities
On December 14, 2004, WLV repaid in full (approximately $71.3 million) the
outstanding balance under its FF&E Facility evidenced by the Loan Agreement,
dated as of October 30, 2002, and as subsequently amended from time to time, by
and among WLV, Wells Fargo Bank, National Association (f/k/a Wells Fargo Bank
Nevada, National Association) and the Persons listed on Schedule 1A thereto,
and terminated all lending commitments thereunder. All collateral pledged in
respect of the FF&E Facility was released on December 14, 2004.
Bora Bora Facility
On December 14, 2004, Bora Bora, LLC, a Nevada limited liability company and an
affiliate of WLV, repaid in full (approximately $143.4 million) the outstanding
balance under its loan (the "LAND LOAN") evidenced by the Credit Agreement,
dated as of May 3, 2004, and as subsequently amended from time to time, by and
among Bora Bora, LLC, the Lenders from time to time party thereto and Deutsche
Bank Trust Company Americas. The Land Loan was secured by the land on which WLV
intends to construct Encore at Wynn Las Vegas. All collateral pledged in
respect of the Land Loan was released on December 14, 2004.
Second Mortgage Notes
On December 14, 2004, WLV accepted for payment approximately $237.4 million in
aggregate principal amount of the second mortgage notes validly tendered (and
not validly withdrawn) in response to its offer to purchase and consent
solicitation for any and all of the Issuers' outstanding 12% Second Mortgage
Notes due 2010, issued under an Indenture, dated as of October 30, 2002 (the
"SECOND MORTGAGE NOTES INDENTURE"), by and among the Issuers, the Initial
Guarantors (as defined therein) and Wells Fargo Bank, National Association, as
trustee (the "SECOND MORTGAGE NOTES TRUSTEE").
On December 14, 2004, the Issuers entered into a Supplemental Indenture, dated
as of December 14, 2004 (the "SUPPLEMENTAL INDENTURE"), with the Second
Mortgage Notes Trustee. The Supplemental Indenture (i) eliminated substantially
all of the restrictive covenants contained in the Second Mortgage Notes
Indenture; (ii) eliminated certain events of default; and (iii) released the
guarantees of the Registrant and certain of the Issuers' affiliates. The
Supplemental Indenture is filed herewith as Exhibit 10.5 and incorporated
herein by reference.
Also, on December 14, 2004, the Issuers effected a discharge of the Second
Mortgage Notes Indenture and collateral documents related thereto. The Second
Mortgage Notes remaining outstanding after the consummation of the tender offer
and consent solicitation described above (approximately $10.1 million in
aggregate principal amount) have been called for redemption on November 1,
2006, at a price of 112% of the principal amount, plus accrued and unpaid
interest to the redemption date. In order to effect the satisfaction and
discharge, the Issuers deposited in trust with the Second Mortgage Notes
Trustee government securities with an aggregate face value of approximately
$10.14 million (the amounts necessary to pay when due all interest payments and
the redemption price on the redemption date), and additional funds to discharge
amounts payable under the Second Mortgage Notes Indenture.
As a result of the satisfaction and discharge, the Issuers are not subject to
any restrictive covenants under the Second Mortgage Notes Indenture, and the
guarantees and collateral securing the Second Mortgage Notes were released.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 is incorporated herein by reference.
ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
The information set forth in Item 1.02 under the heading "Second Mortgage
Notes" is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Description
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10.1 Indenture, dated as of December 14, 2004, among Wynn
Las Vegas, LLC, Wynn Las Vegas Capital Corp., the
Guarantors set forth therein and U.S. Bank National
Association, as trustee.
10.2 Credit Agreement, dated as of December 14, 2004,
among Wynn Las Vegas, LLC, Deutsche Bank Securities
Inc., Deutsche Bank Trust Company Americas, Banc of
America Securities LLC, Bank of America, N.A., Bear
Stearns Corporate Lending Inc., Bear, Stearns & Co.
Inc., JPMorgan Chase Bank, N.A., J.P. Morgan
Securities Inc., Societe Generale and SG Americas
Securities, LLC.
10.3 Master Disbursement Agreement, dated as of December
14, 2004, among Wynn Las Vegas, LLC, Wynn Las Vegas
Capital Corp., Deutsche Bank Trust Company Americas
and U.S. Bank National Association.
10.4 Intercreditor Agreement, dated as of December 14,
2004, among Deutsche Bank Trust Company Americas, as
bank agent, Deutsche Bank Trust Company Americas, as
collateral agent, and U.S. Bank National Association,
as trustee.
10.5 Supplemental Indenture, dated as of December 14,
2004, among Wynn Las Vegas, LLC, Wynn Las Vegas
Capital Corp., the Guarantors set forth therein and
Wells Fargo Bank, National Association, as trustee.
99.1 Press Release, dated December 14, 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: December 16, 2004
Wynn Resorts, Limited
By: /s/ Marc Shorr
---------------------------
Marc Shorr
Chief Operating Officer