WYNN RESORTS, LIMITED (NASDAQ:WYNN) Files An 8-K Regulation FD DisclosureItem 7.01
On March22, 2018, Wynn Resorts, Limited (the “Company”) issued press releases announcing the sales of Company common stock (the “Common Stock”) described in Item 7.01 of this report. Copies of the press releases are attached hereto and furnished as Exhibits 99.1 and 99.2.
The information furnished in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “1933 Act”), except as shall be expressly set forth by specific reference in such filing.
On March22, 2018, the Company announced that it intends to sell 5,300,000 newly issued shares of Common Stock to Galaxy Entertainment Group in a public offering registered under the 1933 Act, at a price of $175 per share, resulting in $927,500,000 of proceeds to the Company. The Company intends to use the net proceeds of the offering to repay amounts to be borrowed under the 364-day term loan facility contemplated by the commitment letters that the Company entered into on March9, 2018, with an affiliate of Deutsche Bank Securities in an aggregate principal amount of up to $800million and to repay certain other indebtedness. Deutsche Bank Securities is acting as representative of the underwriters and sole book-running manager in the offering of Common Stock by the Company.
The Wynn Family Limited Partnership (together with Stephen A. Wynn, the “Selling Stockholder”) reported that on March21, 2018 it sold an aggregate of 4,104,999 shares of Common Stock at a price of $180.00 per share in open market transactions to Rule 144 under the 1933 Act. In addition, on March22, 2018, the Selling Stockholder entered into agreements to sell approximately 8.0million shares of Common Stock in privately negotiated transactions to institutional buyers. Upon completion of these sales, the Selling Stockholder will have no remaining holdings of Common Stock.
to the March20, 2018 Registration Rights Agreement by and between the Company and the Selling Stockholder (the “Registration Rights Agreement”), without the Company’s prior written consent, the Selling Stockholder was not permitted to sell more than an aggregate of 4,043,903 shares of Common Stock in any quarter. The Company provided written consent permitting the Selling Stockholder to undertake these sales.
The Registration Rights Agreement and the March22, 2018 Consent and Waiver to the Registration Rights Agreement by and between the Company and the Selling Stockholder are attached hereto and filed as Exhibits 4.1 and 4.2.
| Item 7.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description |
| 4.1 | Registration Rights Agreement, dated March20, 2018, by and between Wynn Resorts, Limited and the Wynn Family Limited Partnership. |
| 4.2 | Consent and Waiver to the Registration Rights Agreement, dated March22, 2018, by and between Wynn Resorts, Limited and the Wynn Family Limited Partnership. |
| 99.1 | Press Release, dated March22, 2018, of Wynn Resorts, Limited. |
| 99.2 | Press Release, dated March22, 2018, of Galaxy Entertainment Group and Wynn Resorts, Limited. |
WYNN RESORTS LTD ExhibitEX-4.1 2 d558668dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT,…To view the full exhibit click here
About WYNN RESORTS, LIMITED (NASDAQ:WYNN)
Wynn Resorts, Limited is a developer, owner and operator of destination casino resorts that integrate accommodations and a range of amenities, including dining outlets, retail offerings, entertainment theaters and meeting complexes. The Company operates through two segments: Macau Operations and Las Vegas Operations. In Macau, it owns interest in Wynn Macau, Limited and operates Wynn Macau and Encore at Wynn Macau. Its integrated Macau resort of Wynn Macau and Encore at Wynn Macau features approximately 284,000 square feet of casino space with over 460 table games and over 710 slot machines. In Las Vegas, Nevada, it owns and operates Wynn Las Vegas and Encore at Wynn Las Vegas. Its integrated Las Vegas resort of Wynn Las Vegas and Encore at Wynn Las Vegas features approximately 186,000 square feet of casino space with over 230 table games and approximately 1,870 slot machines. In addition, the Company is developing an integrated casino resort in Everett, Massachusetts.