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): June 29, 2005
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
Nevada 000-50028 46-0484987
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
Nevada 333-98369 88-0494878
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) 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))
Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement
On June 29, 2005, Wynn Las Vegas, LLC ("Wynn Las Vegas"), a wholly owned
subsidiary of Wynn Resorts, Limited ("WRL"), entered into an amendment of its
credit agreement (the "Credit Agreement") with 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., JPMorgan Chase Bank,
N.A., Societe Generale and SG Americas Securities, LLC. The amendment extends
the deadline for approval of the Encore at Wynn Las Vegas project ("Encore")
from June 30, 2005 to December 31, 2005 (subject to further extension to March
31, 2006 if approved by a Majority of the Arrangers (as defined in the Credit
Agreement) or the Required Lenders (as defined in the Credit Agreement)). If
Encore is not approved by such deadline, then availability under the Credit
Agreement will be reduced by $550 million. The amendment to the Credit
Agreement is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
The lenders and agents under the Credit Agreement and certain of their
affiliates have performed investment banking, commercial lending and advisory
services for WRL and its affiliates, from time to time, for which they have
received customary fees and expenses. These parties may, from time to time,
engage in transactions with, and perform services for, WRL and its affiliates
in the ordinary course of their business.
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
WRL's affiliates to partially finance the Wynn Macau project.
Disbursement Agreement
In connection with the amendment of the Credit Agreement, on June 29, 2005,
Wynn Las Vegas also entered into an amendment of its 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 amendments to the Disbursement Agreement effected a similar extension of
the deadline for approval of Encore, and made explicit the ability of the
Required Lenders to extend the outside dates for opening and completion of
Encore. The amendment to the Disbursement Agreement is filed herewith as
Exhibit 10.2 and incorporated herein by reference.
First Mortgage Notes
On June 29, 2005, WRL announced that Wynn Las Vegas and Wynn Las Vegas Capital
Corp. (together, the "Issuers") had received the requisite consents from
holders of their 6-5/8% First Mortgage Notes due 2014 (the "Notes") to amend
the Indenture (the "Indenture"), dated as of December 14, 2004, by and among
the Issuers and U.S. Bank National Association, as trustee (the "Trustee"),
related to the Notes. The press release of Wynn Resorts, Limited, dated June
29, 2005, is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
Upon receipt of the requisite consents, on June 29, 2005, the Issuers, the
guarantors named therein and the Trustee entered into a First Supplemental
Indenture (the "First Supplemental Indenture"), which amends certain
provisions of the Indenture. The First Supplemental Indenture (i) extends the
deadline for approval of the project budget and the plans and specifications
relating to the development and construction of Encore from June 30, 2005 to
December 31, 2005, subject to further extension to March 31, 2006 if approved
by a Majority of the Arrangers or the Required Lenders, and (ii) changes the
outside date for completion of Encore from March 31, 2008 to the date set
forth in the Disbursement Agreement, which is currently December 31, 2008, but
may be extended upon the occurrence of an event of Force Majeure (as defined
in the Disbursement Agreement) or with the approval of the Required Lenders.
The First Supplemental Indenture is filed herewith as Exhibit 10.3 and
incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 under the heading "First 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 Second Amendment to Credit Agreement,
dated as of June 29, 2005, among Wynn
Las Vegas, LLC, the Wynn Amendment
Parties (as defined therein) and
Deutsche Bank Trust Company Americas,
as administrative agent on behalf of
the Lenders (as defined therein).
10.2 Second Amendment to Master Disbursement
Agreement, dated as of June 29, 2005,
between Wynn Las Vegas, LLC and
Deutsche Bank Trust Company Americas.
10.3 First Supplemental Indenture, dated as
of June 29, 2005, among Wynn Las Vegas,
LLC, Wynn Las Vegas Capital Corp., the
Guarantors set forth therein and U.S.
Bank National Association, as trustee.
99.1 Press release, dated June 29, 2005, 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: June 29, 2005
Wynn Resorts, Limited
By: /s/ John Strzemp
----------------------
John Strzemp
Chief Financial 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.
Date: June 29, 2005
WYNN LAS VEGAS, LLC
By: Wynn Resorts Holdings, LLC,
its sole member
By: Wynn Resorts, Limited, its
sole member
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer