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”) announced today that its indirect wholly-owned subsidiary, Wynn Las Vegas, LLC (“Wynn Las Vegas”) has commenced a cash tender offer (the “Tender Offer”) to purchase a portion of Wynn Las Vegas and Wynn Las Vegas Capital Corp.’s (collectively, the “Issuers”) 5.500% Senior Notes due 2025 (the “Notes”) in a principal amount of up to $800 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 February 8, 2024 (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 ⁽²⁾

Tender Cap

Base
Consideration ⁽³⁾⁽⁴⁾

Early Tender
Premium ⁽³⁾

Total
Consideration ⁽³⁾⁽⁴⁾

5.500% Senior Notes due 2025

Wynn Las Vegas, LLC

Wynn Las Vegas Capital Corp.

983130 AV7

U98347 AK0

$1,400,001,000

$800,000,000

$972.17

$30.00

$1,002.17

(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) Includes $20.0 million in principal balance of Notes held by Wynn Resorts. Wynn Resorts will not participate in this Offer.
(3) Per $1,000 principal amount of Notes.
(4) 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 February 22, 2024, unless extended (such date and time, as the same may be extended, the “Early Tender Time”) in order to be eligible to receive the Total Consideration. Holders of Notes who validly tender their Notes after the Early Tender Time and on or before the Expiration Time (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 Time (if Wynn Las Vegas, LLC elects to do so) is currently expected to be on or about February 23, 2024 and the final settlement date, if any, is expected to be March 11, 2024.