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): December 2, 2010
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
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Nevada
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000-50028
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46-0484987
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
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Nevada
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333-100768
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88-0494875
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3131 Las Vegas Boulevard South
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Las Vegas, Nevada
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89109
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(Address of principal executive offices of each registrant)
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(Zip Code)
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(702) 770-7555
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On December 2, 2010, two of Wynn Resorts, Limited’s wholly owned subsidiaries, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (together, the “Issuers”), completed their offer to exchange up to $1,320,000,000 of their outstanding 7¾% First Mortgage Notes issued on August 4, 2010 due 2020 (the “Original Notes”) for 7¾% First Mortgage Notes due 2020 that have been registered under the Securities Act of 1933, as amended (the “New Notes”). The exchange offer was made in order to satisfy certain obligations of the Issuers contained in a Registration Rights Agreement, dated as of August 4, 2010.
The exchange offer expired at 5:00 p.m., New York City time, on November 29, 2010. All $1,320,000,000 in aggregate principal amount of the Original Notes were exchanged. The New Notes are substantially identical to the Original Notes, except that the New Notes have been registered under the Securities Act of 1933, as amended, and, as a result, the transfer restrictions and registration rights provisions applicable to the Original Notes do not apply to the New Notes.
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: December 2, 2010
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WYNN RESORTS, LIMITED
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By:
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/s/ Matt Maddox
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Matt Maddox
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Chief Financial Officer and
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Treasurer
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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: December 2, 2010
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WYNN LAS VEGAS, LLC
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By:
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Wynn Resorts Holdings, LLC, its
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sole member
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By:
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Wynn Resorts, Limited, its
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sole member
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By:
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/s/ Matt Maddox
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Matt Maddox
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Chief Financial Officer and
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Treasurer
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