UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
_____________________
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2005
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
As provided for in the December 2004 refinancing of the outstanding
indebtedness of Wynn Las Vegas, LLC ("WLV"), a wholly owned subsidiary of the
Registrant and the managing member of World Travel, LLC ("World Travel"), on
May 24, 2005, World Travel entered into a financing for an aggregate amount of
$44,750,000 which is secured by World Travel's corporate aircraft. In
connection with the financing, World Travel and Wells Fargo Bank Northwest,
National Association , as owner trustee under the Trust Agreement, dated May
10, 2002, with World Travel (the "Owner Trustee," and, together with World
Travel, the "Borrowers") (i) executed a Promissory Note and Agreement that was
accepted and agreed to by Bank of America, N.A., as a lender, and Wells Fargo
Bank, National Association, not in its individual capacity but solely as
collateral agent (the "Collateral Agent"), (ii) executed a Promissory Note and
Agreement that was accepted and agreed to by The CIT Group/ Equipment
Financing, Inc., as a lender, and the Collateral Agent; and (iii) entered into
an Aircraft Security Agreement with the Collateral Agent (collectively, the
"Loan Agreements"). The Loan Agreements provide for secured term loans in the
aggregate amount of $44,750,000 (the "Term Loans"). The Term Loans will
terminate and be payable in full on May 24, 2010. For purposes of calculating
interest, the Term Loans will be maintained as LIBOR based loans plus a
borrowing margin of 2.375%. Interest will be payable at the end of each
three-month interest period. Interest will also be payable at the time of
prepayment of the Term Loans (in whole or in part) and at maturity. In the
event of a default under the Loan Agreements, the interest rate otherwise
payable under the Term Loans will be increased by 2% and will be payable upon
demand.
The Term Loans are obligations of the Borrowers, and the obligations of World
Travel are guaranteed by WLV. The obligations of the Borrowers and WLV are
secured by a first priority security interest in World Travel's corporate
aircraft, title to which is owned by the Owner Trustee. The obligations of
World Travel and WLV rank pari passu in right of payment with their existing
and future senior indebtedness, including indebtedness with respect to the 6
5/8% First Mortgage Notes due 2014 issued by WLV and Wynn Las Vegas Capital
Corp. (the "First Mortgage Notes") and WLV's existing credit facilities, and
rank senior in right of payment to all of their existing and future
subordinated indebtedness. In addition to scheduled amortization payments, the
Borrowers will be required to make a mandatory prepayment of the Term Loans if
certain events of loss with respect to the aircraft occur. From and after
December 31, 2006, the Borrowers may, at their option, prepay all or any
portion of the Term Loans subject to a minimum prepayment of $10,000,000.
The Loan Agreements incorporate the customary negative covenants and financial
covenants included in WLV's existing credit facilities (as in effect from time
to time or, if terminated, as last in effect), including negative covenants
that restrict World Travel's ability to: incur additional indebtedness,
including guarantees; create, incur, assume or permit to exist liens on
property and assets; declare or pay dividends and make distributions; engage in
mergers, investments and acquisitions; enter into transactions with affiliates;
enter into sale-leaseback transactions; execute modifications to material
contracts; engage in sales of assets; make capital expenditures; and make
optional prepayments of certain indebtedness. The financial covenants, which
are applicable only to WLV, include (i) maintaining a ratio of earnings before
interest, taxes, depreciation and amortization to total interest expense, and
(ii) total debt to earnings before interest, taxes, depreciation and
amortization.
The Loan Agreements contain certain events of default, including the failure to
make payments when due, defaults in the performance of covenants or agreements
in the Loan Agreements or the WLV guaranty of World Travel's obligations
thereunder, breaches of representations and warranties in the Loan Agreements
or the WLV guaranty of World Travel's obligations thereunder, and failure to
pay certain judgments and certain events of bankruptcy, subject in some cases
to applicable notice provisions and grace periods. The consequences of an event
of default may include acceleration of all amounts due under the Term Loans and
various other remedies that could include, among other things, foreclosure on
the aircraft securing the Term Loan. The Loan Agreements are filed herewith as
Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.
Bank of America, N.A. has performed investment banking, commercial lending and
advisory services for the Registrant and its affiliates from time to time, for
which they have received customary fees and expenses. An affiliate of Bank of
America, N.A. also acted as an initial purchaser of the First Mortgage Notes.
These parties may, from time to time, engage in transactions with, and perform
services for, the Registrant and its affiliates in the ordinary course of their
business.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
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10.1 Promissory Note and Agreement, dated May
24, 2005, by Wells Fargo Northwest,
National Association, not in its
individual capacity but solely as owner
trustee, and World Travel, LLC; and
accepted and agreed to by Bank of
America, N.A., as lender and Wells Fargo
Bank, National Association, not in its
individual capacity but solely as
collateral agent.
10.2 Promissory Note and Agreement, dated May
24, 2005, by Wells Fargo Northwest,
National Association, not in its
individual capacity but solely as owner
trustee, and World Travel, LLC; and
accepted and agreed to by The CIT Group/
Equipment Financing, Inc., as lender,
and Wells Fargo Bank, National
Association, not in its individual
capacity but solely as collateral agent.
10.3 Aircraft Security Agreement, dated May
24, 2005, between Wells Fargo Northwest,
National Association, not in its
individual capacity but solely as owner
trustee, World Travel, LLC and Wells
Fargo Bank, National Association, not in
its individual capacity but solely as
collateral agent.
10.4 Guaranty, dated May 24, 2005, by Wynn
Las Vegas, LLC in favor of The CIT
Group/ Equipment Financing, Inc., Bank
of America, N.A. and Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
collateral agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 25, 2005
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer