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

Wynn Resorts, Limited (NASDAQ: WYNN) (“Wynn Resorts”) today announced that its indirect wholly-owned subsidiary, Wynn Las Vegas, LLC, has commenced a cash tender offer (the “Tender Offer”) to purchase a portion of Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.’s (collectively, the “Issuers”) 5.500% Senior Notes due 2025 (CUSIP Nos. 983130 AV7 / U98347 AK0) (the “Notes”) in a principal amount of up to $300.0 million, exclusive of any applicable premiums paid in connection with the Tender Offer and accrued and unpaid interest. The terms and conditions of the Tender Offer are set forth in an Offer to Purchase, dated August 10, 2023 (the “Offer to Purchase”), which is being sent to all registered holders (collectively, the “Holders”) of Notes.

Title of Security

Issuers

CUSIP Numbers ⁽¹⁾

Principal Amount Outstanding

Tender Cap

Base Consideration ⁽²⁾⁽³⁾

Early Tender Premium ⁽²⁾

Total Consideration ⁽²⁾⁽³⁾

5.500% Senior Notes due 2025

Wynn Las Vegas, LLC

Wynn Las Vegas Capital Corp.

983130 AV7

U98347 AK0

$1,780,000,000

$300,000,000

$940.00

$50.00

$990.00

(1)		No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release, the Offer to Purchase or printed on the Notes. They are provided solely for the convenience of Holders of the Notes.
(2)		Per $1,000 principal amount of Notes.
(3)		Excludes Accrued Interest, which will be paid in addition to the Base Consideration or the Total Consideration, as applicable.

Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on August 23, 2023, unless extended (such date and time, as the same may be extended, the “Early Tender Date”) in order to be eligible to receive the Total Consideration. Holders of Notes who validly tender their Notes after the Early Tender Date and on or before the Expiration Date (as defined below) will be eligible to receive only the applicable Base Consideration, which is equal to the Total Consideration minus the Early Tender Premium, as set forth in the table above. In addition to the applicable consideration, Holders whose Notes are accepted for purchase in the Tender Offer will receive accrued and unpaid interest to, but excluding, the date on which the Tender Offer is settled (“Accrued Interest”). The settlement date for Notes validly tendered and accepted for purchase before the Early Tender Date (if Wynn Las Vegas, LLC elects to do so) is currently expected to be on or about August 24, 2023 and the final settlement date, if any, is expected to be September 12, 2023.