UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2004
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
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)
Item 5. Other Events.
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On May 3, 2004, the Registrant issued a press release, filed
herewith as Exhibit 99.1, and by this reference incorporated herein,
announcing certain expansion plans for its Wynn Las Vegas resort.
On May 3, 2004, a subsidiary of the Registrant, Wynn Las
Vegas, LLC ("Wynn Las Vegas"), amended its Credit Agreement dated as of
October 30, 2002 (as amended, the "Senior Credit Agreement") with Deutsche
Bank Trust Company Americas, as administrative agent (the "Senior Credit
Agent") and the other lenders party thereto (the "Senior Credit Lenders"),
pursuant to a Second Amendment to Credit Agreement and Limited Waiver (the
"Second Amendment") among Wynn Las Vegas, the guarantors party thereto and the
Senior Credit Agent on behalf of Senior Credit Lenders. Pursuant to the Second
Amendment, the Senior Credit Agent and the Senior Credit Lenders have agreed
to permit the transfer of the approximately 20 acres on which the Desert Inn
buildings stand (the "Phase II Land") by Valvino Lamore, LLC ("Valvino")
(directly or indirectly through one or more affiliates of the Registrant) to a
newly formed subsidiary of the Registrant, Bora Bora, LLC ("Bora Bora")
subject to certain terms and conditions under the Second Amendment. This
allows for the Phase II Land to be used as security under the Land Loan (as
defined below) and for further development, including the future expansion of
the Wynn Las Vegas resort, which would include an additional casino, hotel and
related amenities, and which remains subject to the design and budgeting
process, as well as additional financing.
On May 3, 2004, Wynn Las Vegas amended its Loan Agreement
dated as of October 30, 2002 (as amended, the "FF&E Loan Agreement") with
Deutsche Bank Trust Company Americas, as collateral agent (the "FF&E Agent")
and the other lenders party thereto (the "FF&E Lenders"), pursuant to a Third
Amendment to Loan Agreement (the "Third Amendment") among Wynn Las Vegas, the
FF&E Agent and the FF&E Lenders party thereto. The Third Amendment permits the
termination and replacement of certain affiliate leases on the Phase II Land.
Once the existing leases have been terminated, the replacement leases will
provide that the rights of Wynn Las Vegas, the lessee under such leases, will
be subordinated to the rights of the Land Loan lenders with respect to the
Phase II Land.
On May 3, 2004, Bora Bora entered into a credit agreement
(the "Land Loan"), pursuant to which Bora Bora will borrow approximately
$143.4 million outside the existing debt agreements of Wynn Las Vegas secured
by, among other things, the Phase II Land. The Land Loan will be used to fund
a portion of the Registrant's expansion plans and will be secured by a
first-priority security interest in the Phase II Land.
The proceeds of the Land Loan are intended to be applied as follows:
Equity Contribution to Wynn Las Vegas $82.6 million
Parking Facility Improvement and Expansion 22.4 million
Corporate Office Relocation 7.6 million
Demolition of Desert Inn Structures 2.8 million
Contingency 3.3 million
Interest Reserve 17.8 million
Transaction and Closing Fees and Expenses 6.9 million
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$143.4 million
The additional $137.6 million in equity contributed to Wynn
Las Vegas ($82.6 million from the Land Loan proceeds, plus
an additional $55.0 million from the Company's existing cash
reserves) are intended to be applied as follows:
Wynn Las Vegas Enhancements $24.2 million
Additional Fairway Villas 31.1 million
Additional Showroom and Related Enhancements 58.1 million
Acquisition and Improvement of Golf Course Lots 24.2 million
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$137.6 million
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number Description
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10.1 Second Amendment to Credit Agreement
and Limited Waiver, dated as of May
3, 2004, among Wynn Las Vegas, LLC,
the guarantors and Deutsche Bank
Trust Company Americas, as
administrative agent on behalf of
the lenders to such Credit
Agreement.
10.2 Third Amendment to Loan Agreement,
dated as of May 3, 2004, among Wynn
Las Vegas, LLC, the guarantors,
Wells Fargo Bank Nevada, as
collateral agent and the lenders
party thereto.
10.3 Credit Agreement, dated as of May 3,
2004, among Bora Bora, LLC, the
several lenders from time
to time parties thereto, and
Deutsche Bank Trust Company
Americas, as administrative agent.
10.4 Driving Range Lease, dated as of May
3, 2004, between Bora Bora, LLC, as
lessor and Wynn Las Vegas, LLC, as
lessee.
10.5 Parking Facility Lease, dated as of
May 3, 2004, between Bora Bora, LLC,
as lessor and Wynn Las Vegas, LLC,
as lessee.
10.6 Office Building Lease, dated as of
May 3, 2004, between Bora Bora, LLC,
as lessor and Wynn Las Vegas, LLC,
as lessee.
99.1 Press Release, dated May 3, 2004, by
Wynn Resorts, Limited.
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 5, 2004
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Executive Vice President and
Chief Financial Officer