Wynn Resorts Announces Private Add-On Offering of $400 Million of Wynn Resorts Finance 7.125% Senior Notes due 2031

Wynn Resorts, Limited (NASDAQ: WYNN) (“Wynn Resorts”) announced today that Wynn Resorts Finance, LLC (“Wynn Resorts Finance”) and its subsidiary Wynn Resorts Capital Corp. (“Wynn Resorts Capital” and, together with Wynn Resorts Finance, the “Issuers”), each an indirect wholly-owned subsidiary of Wynn Resorts, are offering an additional $400 million aggregate principal amount of 7.125% Senior Notes due 2031 (the “Notes”) in a private offering.

The Notes will be issued as additional notes under a supplemental indenture to the indenture dated as of February 16, 2023, and will constitute the same series of securities as the $600 million 7.125% Senior Notes due 2031 issued on February 16, 2023 (the “Existing Notes” and together with the Notes, the “2031 WRF Notes”). The Notes will be treated as a single series with the Existing Notes under the indenture, will vote as one class, will trade fungibly (except that the Notes issued pursuant to Regulation S will trade separately under different CUSIP and ISIN numbers until 40 days after the issue date, but thereafter, any such holder may transfer their Notes issued pursuant to Regulation S into the same CUSIP and ISIN numbers as the Existing Notes issued pursuant to Regulation S), and will have the identical terms (except that the initial issue price of the Notes differs).

Wynn Resorts Finance plans to contribute the net proceeds from the offering, together with cash contributed by Wynn Resorts and/or borrowings under Wynn Resorts Finance’s senior credit facilities, to its subsidiary, Wynn Las Vegas, and will cause Wynn Las Vegas to use the contribution, together with cash on hand, (i) to repurchase up to $800 million of Wynn Las Vegas and Wynn Las Vegas Capital Corp.’s outstanding 5.500% Senior Notes due 2025 (the “2025 LV Notes”) that are validly tendered and accepted for payment pursuant to Wynn Las Vegas’ tender offer, (ii) to pay related fees and expenses, and (iii) the remainder, if any, for general corporate purposes. If any proceeds remain after the tender offer, Wynn Las Vegas may use the remaining proceeds, cash contributed by Wynn Resorts, borrowings under Wynn Resorts Finance’s senior credit facilities, or proceeds from the issuance of additional notes, from time to time, to purchase additional 2025 LV Notes in the open market, in privately negotiated transactions, through tender offers, or otherwise, or to redeem, discharge or defease the 2025 LV Notes that are able to be redeemed, discharged or defeased pursuant to their terms. This press release shall not constitute an offer to purchase or the solicitation of an offer to sell the 2025 LV Notes.