Wynn Resorts announces extension of Consent Solicitation and increase in Consent Payment

The Issuers have extended the Consent Solicitation until 5:00 p.m., New York City time, on March 6, 2018, unless otherwise terminated or further extended . The Issuers have also amended the terms of the Consent Solicitation to provide for a consent fee equal to (i) an aggregate of $12,500,000 payable at the consummation of the Consent Solicitation (payable to Holders that validly deliver (and do not validly revoke) their consents prior to the Expiration Time pro rata in accordance with the principal amount of Notes as to which consents were validly tendered (and not validly revoked) prior to the Expiration Time)  plus (ii) an additional contingent payment payable to each Consenting Holder equal to 5% of the aggregate principal amount of Notes held by such Consenting Holder for which consents are validly delivered (and not validly revoked) minus the amount of the Consent Payment previously received by such Consenting Holder . The Contingent Payment is payable upon the consummation of any transaction that would have required the Issuers to make a Change of Control Offer with respect to the Notes pursuant to the Indenture as a result of the consummation of any transaction that would have been deemed a “Change of Control” under the terms of the Indenture prior to the effectiveness of the Proposed Amendment (described below) solely with respect to the clause that will be removed by the Proposed Amendment. Whether a Triggering Transaction has occurred is determined (i) at the time of such Triggering Transaction occurs and (ii) in accordance with the Indenture then in effect but without giving effect to the Proposed Amendment.

The Proposed Amendment would conform the definition of “Change of Control” relating to ownership of equity interests in the Company in the Indenture to the terms of the indentures governing the Issuers’ other outstanding notes.

For a complete statement of the terms and conditions of the Consent Solicitation, holders of Notes should refer to the Amended and Restated Consent Solicitation Statement, dated February 28, 2018. Holders who have previously delivered consents need not take any further action in order to receive the consent payment described above (if and when it becomes payable) if the Consent Solicitation is successful.

The Issuers have engaged Deutsche Bank Securities Inc. to act as solicitation agent in connection with the Consent Solicitation and  D.F. King & Co., Inc. as information and tabulation agent in connection with the Consent Solicitation.