The notes will be pari passu with, and will vote on any matter submitted to noteholders with, the previously issued 6 5/8% First Mortgage Notes. However, because the notes are being issued with original issue discount, they will not be of the same series as, and will not be fungible with, the previously issued 6 5/8% First Mortgage Notes. The notes will be senior secured obligations of the issuers, will be guaranteed by Wynn Las Vegas, LLC's subsidiaries (subject to some exceptions), and will be secured by a first priority lien on substantially all of the existing and future assets of the issuers and guarantors.
The notes have not been registered under the Securities Act of 1933 or under any state securities laws. Therefore, the issuers may not offer or sell the notes within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. The issuers have agreed to make an offer to exchange the notes for registered, publicly traded notes that have substantially identical terms as the notes.
A little strange given the amount of income they are reporting and the cost of financing! Wonder what it's for!
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