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Wynn Resorts Announces Early Results of Tender Offer for Cash by Wynn Las Vegas, LLC for its 5.500% Senior Notes due 2025

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Wynn Resorts, Limited announces early results and upsizing of tender offer for 5.500% Senior Notes due 2025. The company's subsidiary, Wynn Las Vegas, LLC, accepted $677,975,000 in principal amount for purchase. The Tender Offer expires on March 8, 2024, with early settlement on February 23, 2024, and final settlement on March 11, 2024.
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Wynn Resorts' announcement regarding the early results and upsizing of the tender offer for their 5.500% Senior Notes due 2025 indicates a proactive approach to debt management. The acceptance of $677,975,000 in principal amount of notes tendered by the early tender date, against an upsized tender cap of $800,000,000, reflects a substantial interest from note holders. This suggests that the market conditions are favorable for such a transaction, which could potentially lead to a reduction in interest expenses and an improvement in the company's debt profile.

From a financial standpoint, the repurchase of debt before its maturity can be a strategic move to take advantage of current interest rates, refinance the debt at lower rates, or improve the balance sheet. Investors and analysts will be monitoring the final results post the expiration time to assess the overall impact on the company's leverage and interest coverage ratios. It's also important to consider the liquidity position of Wynn Resorts, as executing a tender offer requires substantial cash outflow. The fact that the notes are being purchased at a premium, including accrued and unpaid interest, indicates a strong cash position and financial flexibility.

The tender offer's early results can be interpreted as a positive signal to the market, reflecting confidence from the management in the company's future cash flows and earnings potential. The upsizing of the tender cap may also indicate that Wynn Resorts is taking advantage of the market's appetite for such financial maneuvers. This could be seen as a strategic move to optimize the capital structure and potentially unlock shareholder value.

Moreover, the market's response to this tender offer could influence the pricing and demand for Wynn Resorts' future debt issuances. A successful tender offer often leads to a positive reevaluation of the company's creditworthiness, which in turn can result in more favorable borrowing terms in the future. On the flip side, it is crucial to monitor the market's perception of such financial strategies as they may also signal to some investors that the company is trying to reduce debt in anticipation of less favorable market conditions ahead.

The mechanics of the tender offer, including the early tender date and the final settlement date, are structured to incentivize note holders to participate before the deadline, which could influence the liquidity and secondary market pricing of the remaining notes. The fact that Wynn Resorts has opted for a tender offer as opposed to a more traditional refinancing could be due to a variety of strategic reasons, including current market rates, the company's credit spread and the specific covenants associated with the 5.500% Senior Notes.

Understanding the implications of the tender offer on Wynn Resorts' cost of capital and future financial flexibility is essential. The tender offer and the subsequent reduction in outstanding debt will likely lead to a change in the company's weighted average cost of capital (WACC), which is an important metric for valuing the firm and making investment decisions. The reduction in debt also has the potential to alter the risk profile of the company, which could affect both equity and remaining debt valuations.

LAS VEGAS--(BUSINESS WIRE)-- Wynn Resorts, Limited (NASDAQ: WYNN) (“Wynn Resorts”) today announced the early results and upsizing of the previously announced tender offer (the “Tender Offer”) by its indirect wholly-owned subsidiary, Wynn Las Vegas, LLC, to purchase a portion of Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.’s outstanding 5.500% Senior Notes due 2025 (the “Notes”). The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase dated February 8, 2024 (the “Offer to Purchase”).

The following table sets forth, among other things, the principal amount of Notes validly tendered and accepted for purchase as of 5:00 p.m., New York City time, on February 22, 2024 (such date, the “Early Tender Date”):

Title of Notes

CUSIP Numbers

Aggregate Principal
Amount
Outstanding

Tender Cap

Principal Amount
Tendered at Early
Tender Date

Principal Amount
Accepted for
Purchase

5.500% Senior Notes due 2025

983130 AV7

U98347 AK0

$1,400,001,000

$800,000,000

$677,975,000

$677,975,000

The Tender Offer is scheduled to expire at 5:00 P.M., New York City time, on March 8, 2024 unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Time”). Withdrawal and revocation rights expired at 5:00 p.m., New York City time, on February 22, 2024. Notes that have been tendered may no longer be withdrawn.

All Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase will be purchased by Wynn Las Vegas, LLC on the “Early Settlement Date,” which is currently expected to occur on February 23, 2024. Payment for the Notes that are purchased will include accrued and unpaid interest from the last interest payment date to, but excluding, the Early Settlement Date.

For Notes that are validly tendered after the Early Tender Date but on or before the Expiration Time and that are accepted for payment and purchase, settlement will occur on the “Final Settlement Date,” which is currently expected to occur on March 11, 2024.

This press release does not constitute an offer to purchase or the solicitation of an offer to sell the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. are the dealer managers for the Tender Offer. Persons with questions regarding the Tender Offer should contact Deutsche Bank Securities Inc. by telephone at (855) 287-1922 (U.S. toll-free) and (212) 250-7527 (collect) or Scotia Capital (USA) Inc. by telephone at (833) 498-1660. Requests for copies of the Offer to Purchase should be directed to D.F. King & Co., Inc., the tender and information agent for the Tender Offer, at wynn@dfking.com, by telephone at (866) 796-3441 (U.S. toll free) and (212) 269-5550 (banks and brokers) or in writing at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, Attention: Michael Horthman.

Forward-Looking Statements

This release contains forward-looking statements, including those related to the tender for Notes and whether or not Wynn Las Vegas, LLC will consummate the Tender Offer. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including, but not limited to, reductions in discretionary consumer spending, adverse macroeconomic conditions and their impact on levels of disposable consumer income and wealth, changes in interest rates, inflation, a decline in general economic activity or recession in the U.S. and/or global economies, extensive regulation of our business, pending or future legal proceedings, ability to maintain gaming licenses and concessions, dependence on key employees, general global political conditions, adverse tourism trends, travel disruptions caused by events outside of our control, dependence on a limited number of resorts, competition in the casino/hotel and resort industries, uncertainties over the development and success of new gaming and resort properties, construction and regulatory risks associated with current and future projects (including Wynn Al Marjan Island), cybersecurity risk and our leverage and ability to meet our debt service obligations. Additional information concerning potential factors that could affect Wynn Resorts’ financial results is included in Wynn Resorts’ Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by Wynn Resorts’ other periodic reports filed with the Securities and Exchange Commission from time to time. Neither Wynn Resorts nor Wynn Las Vegas, LLC are under any obligation to (and expressly disclaim any such obligation to) update or revise their forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Price Karr

702-770-7555

investorrelations@wynnresorts.com

Source: Wynn Resorts, Limited

FAQ

What is the principal amount of Notes accepted for purchase in the Tender Offer by Wynn Las Vegas, LLC?

Wynn Las Vegas, LLC accepted $677,975,000 in principal amount for purchase in the Tender Offer.

When does the Tender Offer by Wynn Resorts, Limited expire?

The Tender Offer by Wynn Resorts, Limited is scheduled to expire at 5:00 P.M., New York City time, on March 8, 2024.

What are the settlement dates for the Notes tendered in the Tender Offer?

The Early Settlement Date for Notes tendered before the Early Tender Date is expected to occur on February 23, 2024, and the Final Settlement Date for Notes tendered after the Early Tender Date but before the Expiration Time is expected to occur on March 11, 2024.

Who are the dealer managers for the Tender Offer by Wynn Resorts, Limited?

Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. are the dealer managers for the Tender Offer.

How can individuals contact Deutsche Bank Securities Inc. regarding the Tender Offer?

Individuals can contact Deutsche Bank Securities Inc. by telephone at (855) 287-1922 (U.S. toll-free) and (212) 250-7527 (collect) for questions regarding the Tender Offer.

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