UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
_____________________
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2005
Wynn Las Vegas, LLC
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-98369 88-0494878
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) 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)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
As provided for in the December 2004 refinancing of the Registrant's
outstanding indebtedness, on May 24, 2005, World Travel, LLC ("World Travel"),
a subsidiary of the Registrant, entered into a financing for an aggregate
amount of $44,750,000 which is secured by World Travel's corporate aircraft. In
connection with the financing, World Travel and Wells Fargo Bank Northwest,
National Association , as owner trustee under the Trust Agreement, dated May
10, 2002, with World Travel (the "Owner Trustee," and, together with World
Travel, the "Borrowers") (i) executed a Promissory Note and Agreement that was
accepted and agreed to by Bank of America, N.A., as a lender, and Wells Fargo
Bank, National Association, not in its individual capacity but solely as
collateral agent (the "Collateral Agent"), (ii) executed a Promissory Note and
Agreement that was accepted and agreed to by The CIT Group/ Equipment
Financing, Inc., as a lender, and the Collateral Agent; and (iii) entered into
an Aircraft Security Agreement with the Collateral Agent (collectively, the
"Loan Agreements"). The Loan Agreements provide for secured term loans in the
aggregate amount of $44,750,000 (the "Term Loans"). The Term Loans will
terminate and be payable in full on May 24, 2010. For purposes of calculating
interest, the Term Loans will be maintained as LIBOR based loans plus a
borrowing margin of 2.375%. Interest will be payable at the end of each
three-month interest period. Interest will also be payable at the time of
prepayment of the Term Loans (in whole or in part) and at maturity. In the
event of a default under the Loan Agreements, the interest rate otherwise
payable under the Term Loans will be increased by 2% and will be payable upon
demand.
The Term Loans are obligations of the Borrowers, and the obligations of World
Travel are guaranteed by the Registrant. The obligations of the Borrowers and
the Registrant are secured by a first priority security interest in World
Travel's corporate aircraft, title to which is owned by the Owner Trustee. The
obligations of World Travel and the Registrant rank pari passu in right of
payment with their existing and future senior indebtedness, including
indebtedness with respect to the 6 5/8% First Mortgage Notes due 2014 issued by
the Registrant and Wynn Las Vegas Capital Corp. (the "First Mortgage Notes")
and the Registrant's existing credit facilities, and rank senior in right of
payment to all of their existing and future subordinated indebtedness. In
addition to scheduled amortization payments, the Borrowers will be required to
make a mandatory prepayment of the Term Loans if certain events of loss with
respect to the aircraft occur. From and after December 31, 2006, the Borrowers
may, at their option, prepay all or any portion of the Term Loans subject to a
minimum prepayment of $10,000,000.
The Loan Agreements incorporate the customary negative covenants and financial
covenants included in the Registrant's existing credit facilities (as in effect
from time to time or, if terminated, as last in effect), including negative
covenants that restrict World Travel's ability to: incur additional
indebtedness, including guarantees; create, incur, assume or permit to exist
liens on property and assets; declare or pay dividends and make distributions;
engage in mergers, investments and acquisitions; enter into transactions with
affiliates; enter into sale-leaseback transactions; execute modifications to
material contracts; engage in sales of assets; make capital expenditures; and
make optional prepayments of certain indebtedness. The financial covenants,
which are applicable only to the Registrant, include (i) maintaining a ratio of
earnings before interest, taxes, depreciation and amortization to total
interest expense, and (ii) total debt to earnings before interest, taxes,
depreciation and amortization.
The Loan Agreements contain certain events of default, including the failure to
make payments when due, defaults in the performance of covenants or agreements
in the Loan Agreements or the Registrant's guaranty of World Travel's
obligations thereunder, breaches of representations and warranties in the Loan
Agreements or the Registrant's guaranty of World Travel's obligations
thereunder, and failure to pay certain judgments and certain events of
bankruptcy, subject in some cases to applicable notice provisions and grace
periods. The consequences of an event of default may include acceleration of
all amounts due under the Term Loans and various other remedies that could
include, among other things, foreclosure on the aircraft securing the Term
Loan. The Loan Agreements are filed herewith as Exhibits 10.1, 10.2 and 10.3
and are incorporated herein by reference.
Bank of America, N.A. has performed investment banking, commercial lending and
advisory services for the Registrant and its affiliates from time to time, for
which they have received customary fees and expenses. An affiliate of Bank of
America, N.A. also acted as an initial purchaser of the First Mortgage Notes.
These parties may, from time to time, engage in transactions with, and perform
services for, the Registrant and its affiliates in the ordinary course of their
business.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
------- -----------
10.1 Promissory Note and Agreement, dated May
24, 2005, by Wells Fargo Northwest,
National Association, not in its
individual capacity but solely as owner
trustee, and World Travel, LLC; and
accepted and agreed to by Bank of
America, N.A., as lender and Wells Fargo
Bank, National Association, not in its
individual capacity but solely as
collateral agent.
10.2 Promissory Note and Agreement, dated May
24, 2005, by Wells Fargo Northwest,
National Association, not in its
individual capacity but solely as owner
trustee, and World Travel, LLC; and
accepted and agreed to by The CIT Group/
Equipment Financing, Inc., as lender,
and Wells Fargo Bank, National
Association, not in its individual
capacity but solely as collateral agent.
10.3 Aircraft Security Agreement, dated May
24, 2005, between Wells Fargo Northwest,
National Association, not in its
individual capacity but solely as owner
trustee, World Travel, LLC and Wells
Fargo Bank, National Association, not in
its individual capacity but solely as
collateral agent.
10.4 Guaranty, dated May 24, 2005, by Wynn
Las Vegas, LLC in favor of The CIT
Group/ Equipment Financing, Inc., Bank
of America, N.A. and Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
collateral agent.
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 25, 2005
WYNN LAS VEGAS, LLC
By: Wynn Resorts Holdings, LLC,
its sole member
By: Wynn Resorts, Limited, its sole
member
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer