toll free) and (212) 269-5550 (banks and brokers) or in writing at D.F. King & Co., Inc., the tender and information agent for the Tender Offer, at by telephone at (800) 628-8538 (U.S. Requests for copies of the Offer to Purchase should be directed to D.F. toll-free) and (212) 250-7527 (collect) or Scotia Capital (USA) Inc. Persons with questions regarding the Tender Offer should contact Deutsche Bank Securities Inc. are the dealer managers for the Tender Offer. Subject to applicable law, Wynn Las Vegas, LLC may amend, extend, waive conditions to or terminate the Tender Offer.ĭeutsche Bank Securities Inc. The Tender Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. Wynn Las Vegas, LLC’s obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase. Accordingly, if the principal amount of any Notes validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for purchase equals or exceeds the Tender Cap, no Notes validly tendered after the Early Tender Date will be accepted for purchase. If any Notes are validly tendered and the principal amount of such tendered Notes exceeds the Tender Cap as set forth in the table above, any principal amount of the Notes accepted for payment and purchased, on the terms and subject to the conditions of the Tender Offer, will be prorated based on the principal amount of validly tendered Notes, subject to the Tender Cap and any prior purchase of Notes on any day following the Early Tender Date and prior to the Expiration Date.Īny Notes that are validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) will have priority over any Notes that are validly tendered after the Early Tender Date. Wynn Las Vegas, LLC reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer with respect to the Notes. The consummation of the Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase. As set forth in the Offer to Purchase, validly tendered Notes may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on August 23, 2023, unless extended (the "Withdrawal Deadline"). The Tender Offer will expire at 5:00 p.m., New York City time, on September 8, 2023, unless extended or earlier terminated (such date and time, as the same may be extended, the "Expiration Date"). The settlement date for Notes validly tendered and accepted for purchase before the Early Tender Date (if Wynn Las Vegas, LLC elects to do so) is currently expected to be on or about Augand the final settlement date, if any, is expected to be September 12, 2023. In addition to the applicable consideration, Holders whose Notes are accepted for purchase in the Tender Offer will receive accrued and unpaid interest to, but excluding, the date on which the Tender Offer is settled ("Accrued Interest"). Holders of Notes who validly tender their Notes after the Early Tender Date and on or before the Expiration Date (as defined below) will be eligible to receive only the applicable Base Consideration, which is equal to the Total Consideration minus the Early Tender Premium, as set forth in the table above. Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on August 23, 2023, unless extended (such date and time, as the same may be extended, the "Early Tender Date") in order to be eligible to receive the Total Consideration. They are provided solely for the convenience of Holders of the Notes.Įxcludes Accrued Interest, which will be paid in addition to the Base Consideration or the Total Consideration, as applicable. No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release, the Offer to Purchase or printed on the Notes.
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