Item 1.01 Entry into a Material Definitive Agreement.




On December 17, 2019, 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"), entered
into an Indenture, dated as of December 17, 2019 (the "Indenture"), between WML
and Deutsche Bank Trust Company Americas, as trustee, pursuant to which WML
issued $1.0 billion aggregate principal amount of 5.125% Senior Notes due 2029
(the "Notes").
WML expects to receive net proceeds of approximately $991.3 million from the
offering of the Notes after deducting discounts, commissions and estimated
expenses of the offering and to use the net proceeds to facilitate the repayment
of a portion of the amounts outstanding under the Wynn Macau Credit Facilities,
and for general corporate purposes. The following is a brief description of
certain terms and conditions of the Indenture and the Notes.
At any time prior to December 15, 2022, WML may use the net cash proceeds from
certain equity offerings to redeem up to 35% of the aggregate principal amount
of the Notes at a redemption price equal to 105.125% of the aggregate principal
amount of the Notes, plus accrued and unpaid interest, if any. At any time prior
to December 15, 2024, WML may redeem the Notes in whole or in part at a
redemption price equal to the greater of (a) 100% of the aggregate principal
amount of the Notes to be redeemed, or (b) a make-whole amount as determined by
an independent investment banker in accordance with the terms of the Indenture,
in either case, plus accrued and unpaid interest.
In addition, on or after December 15, 2024, WML may redeem the Notes in whole or
in part at a premium decreasing annually from 102.563% of the applicable
principal amount to 100.000%, plus accrued and unpaid interest. If WML undergoes
a Change of Control (as defined in the Indenture), it must offer to repurchase
the Notes at a price equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest. In addition, WML may redeem the Notes, in
whole but not in part, at a redemption price equal to 100% of the principal
amount, plus accrued and unpaid interest, in response to any change in or
amendment to certain tax laws or tax positions. Further, if a holder or
beneficial owner of the Notes fails to meet certain requirements imposed by any
Gaming Authority (as defined in the Indenture), WML may require the holder or
beneficial owner to dispose of or redeem its Notes.
Upon the occurrence of (a) any event after which none of WML or any subsidiary
of WML has the applicable gaming concessions or authorizations in Macau in
substantially the same manner and scope as WML and its subsidiaries are entitled
to at the date on which the Notes are issued, for a period of ten consecutive
days or more, and such event has a material adverse effect on WML and its
subsidiaries, taken as a whole; or (b) the termination or modification of any
such concessions or authorizations which has a material adverse effect on WML
and its subsidiaries, taken as a whole, each holder of the Notes will have the
right to require WML to repurchase all or any part of such holder's Notes at a
purchase price in cash equal to 100% of the principal amount thereof, plus
accrued and unpaid interest.
The Notes are WML's general unsecured obligations and rank pari passu in right
of payment with all of WML's existing and future senior unsecured indebtedness;
will rank senior to all of WML's future subordinated indebtedness, if any; will
be effectively subordinated to all of WML's future secured indebtedness to the
extent of the value of the assets securing such debt; and will be structurally
subordinated to all existing and future obligations of WML's subsidiaries,
including WML's existing credit facilities. The Notes are not registered under
the Securities Act of 1933, as amended (the "Securities Act"), and the Notes are
subject to restrictions on transferability and resale.
The Indenture contains covenants limiting WML's (and certain of its
subsidiaries') ability to, among other things: merge or consolidate with another
company; transfer or sell all or substantially all of its properties or assets;
and lease all or substantially all of its properties or assets. The terms of the
Indenture contain customary events of default, including, but not limited to:
default for 30 days in the payment when due of interest on the Notes; default in
the payment when due of the principal of, or premium, if any, on the Notes;
failure to comply with any payment obligations relating to the repurchase by WML
of the Notes upon a change of control; failure to comply with certain covenants
in the Indenture; certain defaults on certain other indebtedness; failure to pay
judgments against WML or certain subsidiaries that, in the aggregate, exceed $50
million; and certain events of bankruptcy or insolvency. In the case of an event
of default arising from certain events of bankruptcy or insolvency, all Notes
then outstanding will become due and payable immediately without further action
or notice.

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Item 7.01 Regulation FD Disclosure.

On December 17, 2019, WML filed with the HKSE (1) a notice indicating that WML submitted an application to the HKSE for the listing of and permission to deal in the Notes (the "Listing Notice") and (2) an announcement regarding the closing of the issuance of the Notes (the "Closing Announcement"). The Registrant owns approximately 72% of WML's ordinary shares of common stock. The Listing Notice and Closing Announcement are furnished herewith as Exhibits 99.1 and 99.2, respectively. The information contained in this Item 7.01 and the exhibits attached to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.


Exhibit No. Description



99.1          Notice of Listing on The Stock Exchange of Hong Kong Limited, dated
            December 17, 2019
99.2          Closing Announcement of Wynn Macau, Limited, dated December 17,
            2019

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