WYNN MACAU, LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1128)On 30 September 2015, WRM and certain members of the Group (as applicable), entered into the Amended Common Terms Agreement and other related agreements with, among others, Bank of China Limited, Macau Branch, Industrial and Commercial Bank of China (Macau) Limited and Bank of America, N.A. as the main global coordinating lead arrangers and Bank of China Limited, Macau Branch as facilities agent, intercreditor agent and security agent, and a syndicate of lenders, pursuant to which the available commitments under WRM's senior secured bank facilities were increased to US$3.05 billion equivalent, representing an increase of US$550 million equivalent. WRM's senior secured bank facilities consist of an approximately US$2.3 billion equivalent senior secured term loan facility and an approximately US$750 million equivalent senior secured revolving credit facility. WRM has the ability to upsize the total senior secured facilities by an additional US$1 billion equivalent under the Amended Common Terms Agreement and related agreements upon the satisfaction of various conditions.
WRM has satisfied the relevant conditions under the Amended Common Terms Agreement and related agreements, and has made a drawdown request for the entire available commitments under the Term Loan of approximately US$2.3 billion equivalent to be funded on 30 September 2015. As at the time of this announcement, the intercreditor agent and the syndicate of lenders are processing the funding of the Term Loan. The Company will monitor progress of the funding and intends to make a further announcement as soon as practicable after the Term Loan is fully funded.
* For identification purposes only.
The final maturity dates of WRM's senior secured bank facilities have also been extended under the Amended Common Terms Agreement and related agreements. The Term Loan is repayable in graduating installments of between 2.5% to 7.33% of the principal amount on a quarterly basis commencing December 2018, with a final installment of 50% of the principal amount repayable in September 2021. The final maturity of any outstanding borrowings from the Revolving Facility is September 2020, by which time any outstanding borrowings from the Revolving Facility must be repaid.
The Term Loan and borrowings under the Revolving Facility, which consists of both United States dollar and Hong Kong dollar tranches, will bear interest at LIBOR or HIBOR plus a margin of 1.50% to 2.25% per annum based on WRM's leverage ratio.
The Term Loan and borrowings from the Revolving Facility will be used to refinance WRM's existing indebtedness, to fund the construction and development of Wynn Palace, and for general corporate purposes.
Borrowings under the Amended Common Terms Agreement are secured by substantially all of the assets of, and equity interests in, WRM and Palo, and are guaranteed by Palo and by certain subsidiaries of the Company that own equity interests in WRM. The Amended Common Terms Agreement contains representations, warranties, covenants and events of default customary for casino development financings in Macau. Customary fees and expenses are payable by WRM in connection with the Amended Common Terms Agreement and related agreements. The Company is not a party to the Amended Common Terms Agreement and related agreements and has no rights or obligations thereunder.
Consistent with the senior secured bank facilities being replaced, it is an event of default under the Amended Common Terms Agreement and related agreements if Wynn Resorts, Limited, the Company's controlling shareholder, ceases to own directly or indirectly at least 51% of the voting rights or issued capital of WRM or ceases to retain the ability or the right to direct or procure the direction of the management and policies of WRM. Upon an event of default, the lenders are entitled to exercise certain remedies, including the acceleration of the indebtedness repayable by WRM under the senior secured bank facilities.
As at the date of this announcement, Wynn Resorts, Limited beneficially owns approximately 72% of the issued share capital of the Company.
GENERALThis announcement is made pursuant to Rules 13.09 and 13.18 of the Listing Rules and Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). In accordance with the requirements pursuant to Rule 13.21 of the Listing Rules, we will include appropriate disclosure in subsequent interim and annual reports for so long as the above-described event of default concerning Wynn Resorts, Limited and its ownership and control of WRM continues to exist under the Amended Common Terms Agreement.
The Company anticipates that Wynn Resorts, Limited will file a Form 8-K with the United States Securities and Exchange Commission in relation to the Amended Common Terms Agreement and related agreements on or about 30 September 2015. The Company will publish a separate announcement with details on how the Form 8-K can be reviewed. Shareholders of and potential investors in the Company are reminded that the Form 8-K will be prepared by Wynn Resorts, Limited and not the Company.
In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:
'Amended Common Terms Agreement'
the agreement dated 30 September 2015 between, among others, WRM as borrower, and Bank of China Limited, Macau Branch as intercreditor agent, facilities agent and security agent, which amends, varies, supplements and restates the common terms agreement dated 14 September 2004 (as further amended from time to time) concerning WRM's senior secured bank facilities
'Board' the board of Directors of the Company
'Company' Wynn Macau, Limited, a company incorporated on 4 September
2009 as an exempted company with limited liability under the laws of the Cayman Islands and an indirect subsidiary of Wynn Resorts,
Limited
'Directors' the director(s) of the Company, including the independent non- executive directors of the Company
'Group' the Company and its subsidiaries
'HK$' Hong Kong dollars, the lawful currency of Hong Kong
'Hong Kong' the Hong Kong Special Administrative Region of the People's
Republic of China
'HIBOR' Hong Kong Interbank Offered Rate
'LIBOR' London Interbank Offered Rate
'Listing Rules' the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended from time to time
'Macau' the Macau Special Administrative Region of the People's Republic of China
'NASDAQ' the National Association of Securities Dealers Automated
Quotations
'Palo' Palo Real Estate Company Limited, a limited liability company incorporated under the laws of Macau and an indirect subsidiary of the Company
'Revolving Facility' the senior secured revolving credit facility of approximately
US$750 million equivalent
'Term Loan' the senior secured term loan facility of approximately US$2.3 billion
equivalent
'US$' United States dollars, the lawful currency of the United States
'WRM' Wynn Resorts (Macau) S.A., a company incorporated under the laws of Macau and an indirect subsidiary of the Company
'Wynn Palace' an integrated casino resort to be operated by WRM that the Group
is constructing and developing on approximately 51 acres of land in the Cotai area of Macau
'Wynn Resorts, Limited' Wynn Resorts, Limited, a corporation formed under the laws of
the State of Nevada, United States, listed on the NASDAQ Global Select Market in the United States and the Company's controlling shareholder (as defined in the Listing Rules)
By order of the Board Wynn Macau, Limited Stephen A. Wynn Chairman
Hong Kong, 30 September 2015
As at the date of this announcement, the Board comprises Stephen A. Wynn, Gamal Aziz, Ian Michael Coughlan and Linda Chen (as Executive Directors); Matthew O. Maddox (as Non-Executive Director); and Allan Zeman, Nicholas Sallnow-Smith, Bruce Rockowitz and Jeffrey Kin-fung Lam (as Independent Non-Executive Directors).
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