wynn_8k.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):
August
1, 2008
Wynn
Resorts, Limited
(Exact
Name of Registrant as specified in Charter)
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Nevada
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000-50028
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46-0484987
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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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)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
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 August 1, 2008, Wynn Resorts,
Limited (the “Company”) entered into an amendment (“Amendment No. 1”) to its
Credit Agreement, dated as of June 21, 2007 (the “Original Credit Agreement” and
as amended by Amendment No. 1, the “Credit Agreement”), among the Company,
Deutsche Bank Trust Company Americas, as administrative agent, Deutsche Bank
Securities Inc., as joint lead arranger and joint book running manager, Banc of
America Securities LLC, as joint lead arranger and joint book running manager
and Bank of America, N.A., as syndication agent, and the several banks and other
financial institutions or entities from time to time party to the Credit
Agreement (the “Lenders”).
Under the Original Credit Agreement, if
any subsidiary (other than a restricted subsidiary) of the Company or its
restricted subsidiaries made any dividend or distribution with respect to any
equity interests in such subsidiary, or made an advance or loan to the Company
or any of its restricted subsidiaries, then the Company would be required to
cause loans under the Credit Agreement to be prepaid in an amount equal to 50%
of such dividends, distributions, advances or loans on or prior to the date
which is five business days after the receipt thereof. However,
certain dividends, distributions advances or loans by subsidiaries were exempted
from such prepayment requirements (such items being defined as “Excluded
Distributions”), including dividends, distributions and advances from Wynn
Resorts Macau up to $545.0 million.
Pursuant to Amendment No. 1, the
definition of “Excluded Distributions” has been amended to include an additional
$500.0 million dividends, distributions and advances from any
subsidiary. However, the prepayment rate applicable to dividends,
distributions or advances by unrestricted subsidiaries which are not “Excluded
Distributions” has been increased from 50% to 100% of such dividends,
distributions, advances or loans.
Amendment No. 1 also amends the
Original Credit Agreement by requiring that any change to the definition of
“Excluded Distributions” under the Credit Agreement or Section 2.04(b)(iv) of
the Credit Agreement (which is the provision addressed in the immediately
preceding paragraph) shall require the written consent of Lenders having at
least 80% of the sum of (a) the aggregate outstanding amount of all loans under
the Credit Agreement and (b) aggregate unused loan commitments; provided that the unused
commitment of, and the portion of the aggregate outstanding amount of all loans
under the Credit Agreement held or deemed held by any defaulting Lender, shall
be excluded for purposes of making such calculation.
Amendment No. 1 also amends the
restriction on assignment set forth in the Original Credit Agreement pertaining
to the assignment by a Lender of its interest in loans to affiliates of the
Company or direct or indirect holders of an equity interest in the Company, for
the limited purpose of permitting the purchase by Mr. Stephen A. Wynn,
Chairman of the Board of Directors and Chief Executive Officer of the Company
(“Mr. Wynn”), of outstanding loans under the Credit Agreement, subject to a
limitation on Mr. Wynn’s voting rights to the extent of any loans held by Mr.
Wynn that are in excess of 25% of the total credit facility under the Credit
Agreement.
Additionally, Amendment No. 1 amends
the Original Credit Agreement to provide that, in the event that the Company or
any of its affiliates offers any fee, payment or other consideration to any
Lender in connection with such Lender’s consideration or approval of any
consent, waiver or amendment to the Credit Agreement, then the Company shall, or
shall cause such affiliate to, offer such fee, payment or other consideration to
each other Lender on a pro rata basis based on the sum of (a) the aggregate
outstanding amount of all loans under the Credit Agreement and (b) aggregate
unused loan commitments held by each such Lender; provided that (i) the unused
commitment of, and the portion of the aggregate outstanding amount of all loans
under the Credit Agreement held or deemed held by any defaulting Lender shall be
excluded for purposes of the foregoing and (ii) Mr. Wynn shall not be offered
such a fee, payment or other consideration for the portion of the loans held by
Mr. Wynn which he is not entitled to vote pursuant to the terms of the Credit
Agreement.
Amendment No. 1 was considered and
approved in accordance with the Company’s policy concerning related party
transactions, as more fully described in the Company’s proxy
statement.
On August 1, 2008, Mr. Wynn advised the
Company that he had purchased $198.25 million in face amount of
loans.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Amendment
No. 1 to Credit Agreement, dated as of August 1, 2008, among Wynn Resorts,
Limited and Deutsche Bank Trust Company Americas, as Administrative Agent
on behalf of the several banks and other financial institutions or
entities from time to time party to the Credit Agreement.
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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 thereunto
duly authorized.
Date:
August 4, 2008
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WYNN
RESORTS, LIMITED
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By:
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/s/
Matt Maddox |
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Matt
Maddox
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Chief
Financial Officer and Treasurer
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