Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 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"), completed its
offering (the "Offering") of US$600 million 4.50% convertible bonds due 2029
(the "Bonds"). The Bonds are constituted by a trust deed dated March 7, 2023
(the "Trust Deed"), between WML and DB Trustees (Hong Kong) Limited, as trustee,
which is filed herewith as Exhibit 4.1. On March 7, 2023, WML, DB Trustees (Hong
Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas entered into
an agency agreement, appointing Deutsche Bank Trust Company Americas as the
initial principal paying agent, principal conversion agent, transfer agent and
registrar in relation to the Bonds, which is filed herewith as Exhibit 4.2.
WML estimates that the net proceeds from the Offering, after deduction of
commission and other related expenses, will be approximately US$586 million. WML
intends to use the proceeds for general corporate purposes.
The following is a brief description of certain terms and conditions of the
Bonds.
The Bonds will bear interest on their outstanding principal amount from and
including March 7, 2023 at the rate of 4.50 per cent per annum, payable
semi-annually in arrears on March 7 and September 7 of each year.
At any time on or after April 17, 2023, the Bonds can be convertible at the
option of the holder thereof into fully paid ordinary shares of WML, each with a
nominal value of HK$0.001 per share ("Ordinary Shares"), at the initial
conversion price of HK$10.24 per share, subject to and upon compliance with the
terms and conditions of the Bonds (the "Terms and Conditions," and such right,
the "Conversion Right"). The conversion price is subject to adjustments for,
among other things, capitalization of profits and reserves, capital
distributions, rights issues, consolidation, subdivision, redesignation and
reclassification of the Ordinary Shares, issuance of options, rights, warrants,
further convertible or exchangeable bonds or Ordinary Shares at beyond a certain
discount to current market price and certain other dilutive events as described
in the Terms and Conditions. Notwithstanding such Conversion Right, at any time
when the delivery of Ordinary Shares deliverable upon conversion of the Bonds is
required to satisfy the Conversion Right in respect of a conversion notice from
the bondholder, WML has the option, in its sole discretion, to pay to the
relevant bondholder an amount of cash equivalent described in the Terms and
Conditions in order to satisfy such Conversion Right in whole or in part (the
"Cash Settlement Amount").
Holders of the Bonds have the option to require WML to redeem all or some only
of such holder's Bonds (i) on March 7, 2027 (the "Put Option Date") at their
principal amount together with interest accrued but unpaid to (but excluding)
the date fixed for redemption, provided that the holder must deposit at the
specified office of any paying agent a duly completed and signed put notice in
the form for the time being current, obtainable from the specified office of any
paying agent, together with the certificate evidencing the Bonds to be redeemed
not more than 60 days and not less than 30 days prior to the Put Option Date; or
(ii) on the Relevant Event Redemption Date (as defined in the Terms and
Conditions) at their principal amount together with interest accrued but unpaid
to (but excluding) such date, following the occurrence of (a) when the Ordinary
Shares cease to be listed or admitted to trading or are suspended from trading
for a period equal to or exceeding 10 consecutive trading days on the HKSE, or
if applicable, the alternative stock exchange, (b) when there is a Change of
Control (as defined in the Terms and Conditions), or (c) when less than 25% of
WML's total number of issued Ordinary Shares are held by the public (as
interpreted under Rule 8.24 of the the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited). To the extent that the provisions
of any applicable securities laws or regulations conflict with the requirements
in this paragraph, WML will not be deemed to have breached such obligations by
virtue of its compliance with such laws and regulations.
The Bonds may also be redeemed at the option of WML in whole, but not in part,
at any time, upon giving notice to the bondholders in accordance with the Terms
and Conditions, under certain circumstances specified in the Terms and
Conditions. For example, in accordance of the notice requirements in the Terms
and Conditions, WML may redeem all, but not some only, of the Bonds on the date
(the "Optional Redemption Date") specified in the redemption notice at their
principal amount, together with interest accrued but unpaid to (but excluding)
such date: (i) at any time after March 7, 2027 but prior to March 7, 2029 (the
"Maturity Date"), provided that the closing price of the Ordinary Shares for 20
out of 30 consecutive trading days prior to the date upon which notice of such
redemption is published was at least 130 per cent. of the conversion price then
in effect; or (ii) at any time if, prior to the date the relevant redemption
notice is given, Conversion Rights shall have been exercised and/or purchases
(and corresponding cancelations) and/or redemptions effected in respect of 90
per cent. or more in principal amount of the Bonds originally issued. Further,
WML has the power to redeem the Bonds if any Gaming Authority (as defined in the
Trust Deed) requires that a person who is a holder or the beneficial owner of
the Bonds be licensed, qualified or
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found suitable under applicable gaming laws and such holder or beneficial owner,
as the case may be, fails to apply or become licensed or qualified within the
required time period or is notified that it will not be licensed, qualified or
found suitable. On the Maturity Date, WML will redeem each Bond that has not
been previously redeemed, converted or purchased and cancelled as provided in
the Terms and Conditions at 100% of its principal amount together with accrued
and unpaid interest thereon.
The Trust Deed contains covenants limiting WML's (and certain of its
subsidiaries') ability to, among other things: create, permit to subsist or
arise or have outstanding any mortgage, charge, pledge, lien or other
encumbrance or certain security interest; consolidate or merge with or into
another company? and sell, assign, transfer, convey or otherwise dispose of all
or substantially all of its and its subsidiaries' properties or assets (with
certain exceptions). The Trust Deed also contains customary events of default,
including, but not limited to: default for 30 days in the payment when due of
interest on the Bonds? default in the payment when due of the principal, premium
or Cash Settlement Amount, if any, on the Bonds? failure to comply with any
payment obligations relating to redemption of the Bonds at the option of the
bondholders; failure to comply with certain covenants in the Trust Deed; failure
to deliver any Ordinary Shares as and when the Ordinary Shares are required to
. . .
Item 7.01 Regulation FD Disclosure.
On March 7, 2023, 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 Bonds (the "Listing Notice") and (2) an announcement regarding the
closing of the issuance of the Bonds (the "Closing Announcement"). The Listing
Notice and Closing Announcement are furnished herewith as Exhibits 99.1 and
99.2, respectively.
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 the Securities Act or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. Description
4.1 Trust Deed, dated March 7, 2023.
4.2 Agency Agreement, dated March 7, 2023.
99.1 Notice of Listing on The Stock Exchange of Hong Kong Limited, dated March 7,
2023.
99.2 Closing Announcement of Wynn Macau, Limited, dated March 7, 2023.
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