Date of Report (Date of earliest event reported): March 2, 2023
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
Nevada
000-50028
46-0484987
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer 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)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01
WYNN
Nasdaq Global Select Market
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
Regulation FD Disclosure.
On March 2, 2023, Wynn Macau, Limited (“WML”), an indirect subsidiary of Wynn Resorts, Limited (the “Registrant”) with its ordinary shares of common stock listed on The Stock Exchange of Hong Kong Limited (the “HKSE”), filed with the HKSE an announcement (the “Announcement”) in connection with a proposed private offering (the “Offering”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933 (the “Securities Act”) by WML of convertible bonds (the “Bonds”) convertible into ordinary shares of WML. The completion of the Offering is subject to, among other things, market conditions and investor interest.
In connection with the Offering, WM Cayman Holdings I Limited, a wholly owned subsidiary of the Registrant and the direct holder of approximately 72% of WML’s ordinary shares (the “Lender”), intends to enter into a stock borrowing and lending agreement with an affiliate of one of the initial purchasers of the Bonds (the “Borrower”) pursuant to which the Lender will lend ordinary shares of WML to the Borrower for the purposes of facilitating stock lending by the Borrower and/or its affiliates to investors in the Bonds.
The Announcement also contains recent developments and preliminary results for the first quarter of 2023 of the Registrant’s Macau operations. The Announcement is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under theSecurities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements are based on management’s expectations or beliefs as of March 2, 2023 and include, but are not limited to, statements regarding the proposed Offering, the stock borrowing and lending agreement and the preliminary results for the first quarter of 2023 of the Registrant’s Macau operations contained in Exhibit 99.1. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Registrant’s control and are described in the Registrant’s Annual Report on Form 10-K filed by the Registrant on February 27, 2023 with the Securities and Exchange Commission (the “SEC”) and the other reports the Registrant files from time to time with the SEC. The Registrant undertakes no obligation to revise or publicly release any updates to such statements based on future information or actual results.
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.
