Wynn Resorts entered into a Credit Agreement with Deutsche Bank AG Cayman Islands Branch, as administrative agent, Deutsche Bank Securities Inc., as Lead Arranger and Bookrunner, and the lenders party thereto.
The Credit Agreement provides for a 364-day term loan facility to the Company in an aggregate principal amount of up to $800 million. The annual interest rate applicable to the Bridge Facility is, at the option of the Company, (i) LIBOR plus the Applicable Margin, or (ii) the Base Rate plus the Applicable Margin (with LIBOR and Base Rate having customary definitions for financings of this type). Applicable Margin in turn means 1.75% per annum in the case of Base Rate loans and 2.75% per annum in the case of LIBOR loans.
Certain subsidiaries of the Company guarantee the obligations of the Company under the Credit Agreement. The Credit Agreement contains customary representations and warranties, events of default and negative and affirmative covenants, including, among other things, limitations on: sale and leaseback transactions; liens securing indebtedness; mergers and sales of assets; restricted payments; and transactions with affiliates.
On March 28, 2018, the Company borrowed the full amount available under the Bridge Facility. On March 30, 2018, the Company used the net proceeds of the Bridge Facility, along with cash on hand and approximately $250 million of borrowings under its U.S. credit facilities, which consist of $875 million and $125 million fully funded senior term loan facilities and a $375 million senior secured revolving credit, to repay in full the promissory note issued in connection with the redemption of all shares of the Company’s stock held by Aruze USA, Inc. as of February 18, 2012, and other amounts due to the Settlement Agreement and Mutual Release, dated March 8, 2018, by and between the Company, Stephen A. Wynn, Linda Chen, Russell Goldsmith, Ray R. Irani, Robert J. Miller, John A. Moran, Marc D. Schorr, Alvin V. Shoemaker, D. Boone Wayson, Allan Zeman, and Kimmarie Sinatra, and Universal Entertainment Corp. and Aruze USA, Inc.
On April 3, 2018, the Company used the net proceeds from the Equity Offering (as defined below) to repay all amounts borrowed under the Bridge Facility, together with all interest accrued thereon, and the Credit Agreement terminated to its terms.
On April 3, 2018, the Company completed its previously announced registered public offering (the "Equity Offering") of 5,300,000 newly issued shares of its common stock, par value $0.01 per share, to Galaxy Entertainment Group Limited (or one of its affiliates) at a price of $175 per share for net proceeds of approximately $915.8 million, after deducting underwriting discounts and excluding the Company’s estimated offering expenses. The Company used the net proceeds from the Equity Offering to repay all amounts borrowed under the Bridge Facility, together with all interest accrued thereon, and intends to use the remaining net proceeds to repay certain other indebtedness of the Company.