Wynn Resorts Announces Private Offering of $900 Million of Wynn Resorts Finance Senior Notes due 2035

Wynn Resorts plans a $900 million private senior notes issue to refinance Wynn Las Vegas debt maturing in 2027.

Rhea-AI Summary

Wynn Resorts (WYNN) plans a private offering of $900 million aggregate principal amount of senior unsecured notes due 2035 through Wynn Resorts Finance and Wynn Resorts Capital.

The notes will be initially guaranteed by Wynn Resorts Finance’s domestic subsidiaries that guarantee its senior secured credit facilities and certain existing senior notes. The new notes and guarantees will rank equal in right of payment with existing and future unsubordinated debt, but will be effectively subordinated to secured debt, including current credit facilities. Wynn Resorts Finance expects to contribute and/or lend the net proceeds, together with cash on hand, to Wynn Las Vegas to redeem in full the outstanding 2027 Wynn Las Vegas notes and pay related fees and expenses.

Positive

• $900 million senior notes due 2035 targeted to refinance 2027 Wynn Las Vegas notes
• Proceeds and cash on hand expected to fully redeem all outstanding 2027 WLV Notes

Negative

• None.

Market Context

The comparable 2024 WYNN private offering was $800 million and funded redemption of Wynn Las Vegas n...

Analysis

The comparable 2024 WYNN private offering was $800 million and funded redemption of Wynn Las Vegas notes, matching this announcement's notes-for-redemption structure. The two same-day records showed opposing 24-hour reactions.

Key Figures

Aggregate principal amount: $900 million Maturity year: 2035 Redemption note maturity: 2027 +1 more

Aggregate principal amount

$900 million

Private offering of senior notes

Maturity year

2035

Senior notes due 2035

Redemption note maturity

2027

Wynn Las Vegas Senior Notes being redeemed

Redeemed notes coupon

5.250%

Wynn Las Vegas Senior Notes due 2027

Previous Private placement,offering Reports

2 past events · Latest: Sep 10

Same Type 2 events

1. Sep 10

   Private offering

   24h Move

   +0.6%

   Proceeds targeted redemption of Wynn Las Vegas notes and related offering expenses.

2. Sep 10

   Private offering

   24h Move

   -2.0%

   Senior notes offering funded redemption of Wynn Las Vegas debt and related corporate uses.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior unsecured obligations, rule 144a, regulation s, qualified institutional buyers, +1 more

5 terms

senior unsecured obligations financial

"The Notes and guarantees will be senior unsecured obligations of the Issuers"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

rule 144a regulatory

"in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers regulatory

"persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

effectively subordinated financial

"The Notes and guarantees will be effectively subordinated"

Debt or claims that are not legally listed as lower priority but, in practice, will be paid after other creditors because of the company’s structure or secured claims. Think of it like standing behind people who are already in line: even if your ticket says you’re next, the way the lines are organized means others get served first, so your chance of getting paid in a default is reduced accordingly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, Sept. 10, 2026 /PRNewswire/ -- Wynn Resorts, Limited (NASDAQ: WYNN) ("Wynn Resorts") announced today that Wynn Resorts Finance, LLC ("Wynn Resorts Finance") and its subsidiary Wynn Resorts Capital Corp. ("Wynn Resorts Capital" and, together with Wynn Resorts Finance, the "Issuers"), each an indirect wholly-owned subsidiary of Wynn Resorts, are offering $900 million aggregate principal amount of Senior Notes due 2035 (the "Notes") in a private offering.

The Notes will initially be jointly and severally guaranteed by all of Wynn Resorts Finance's domestic subsidiaries (collectively, the "Guarantors") that guarantee the Issuers' existing senior secured credit facilities (the "Senior Credit Facilities"), except Wynn Resorts Capital, which is the co-issuer of the Notes, the Issuers' 5.125% Senior Notes due 2029 (the "2029 WRF Notes"), the Issuers' 7.125% Senior Notes due 2031 (the "2031 WRF Notes") and the Issuers' 6.250% Senior Notes due 2033 (the "2033 WRF Notes"). The Notes and guarantees will be senior unsecured obligations of the Issuers and the Guarantors and will rank equal in right of payment with all existing and future liabilities of the Issuers and such Guarantors that are not subordinated, including their obligations under the Senior Credit Facilities, the 2029 WRF Notes, the 2031 WRF Notes and the 2033 WRF Notes, and, with respect to Wynn Las Vegas, LLC ("Wynn Las Vegas") and certain of its subsidiaries, their obligations under Wynn Las Vegas and Wynn Las Vegas Capital Corp.'s 5.250% Senior Notes due 2027 (the "2027 WLV Notes"). The Notes and guarantees will be effectively subordinated to all of the Issuers' and the Guarantors' existing and future secured debt (to the extent of the value of the collateral securing such debt), including the Senior Credit Facilities and, until the 2027 WLV Notes are redeemed using the proceeds of this offering, the 2027 WLV Notes.

Wynn Resorts Finance plans to contribute and/or lend the net proceeds from the offering, together with cash on hand, to its subsidiary, Wynn Las Vegas, who will use the amounts to (i) redeem in full the 2027 WLV Notes and (ii) pay fees and expenses related to the issuance of the Notes and the redemption of the 2027 WLV Notes.

The Issuers will make the offering pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The initial purchasers of the Notes will offer the Notes only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes described in this press release, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Wynn Las Vegas intends to redeem all of the outstanding 2027 WLV Notes on or after the closing of this offering. This press release does not constitute a notice of redemption or an offer to purchase or the solicitation of an offer to sell such notes.

Forward-Looking Statements

This release contains forward-looking statements, including those related to the offering of Notes and whether or not the Issuers will consummate the offering. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including, but not limited to, reductions in discretionary consumer spending, adverse macroeconomic conditions and their impact on levels of disposable consumer income and wealth, changes in interest rates, inflation, a decline in general economic activity or recession in the U.S. and/or global economies, extensive regulation of our business, pending or future legal proceedings, ability to maintain gaming licenses and concessions, dependence on key employees, geopolitical conflicts, adverse tourism trends, travel disruptions caused by events outside of our control, dependence on a limited number of resorts, competition in the casino/hotel and resort industries, uncertainties over the development and success of new gaming and resort properties, construction and regulatory risks associated with current and future projects (including Wynn Al Marjan Island), cybersecurity risk and our leverage and ability to meet our debt service obligations. Additional information concerning potential factors that could affect Wynn Resorts' financial results is included in Wynn Resorts' Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by Wynn Resorts' other periodic reports filed with the Securities and Exchange Commission from time to time. Neither Wynn Resorts nor the Issuers are under any obligation to (and expressly disclaim any such obligation to) update or revise their forward-looking statements as a result of new information, future events or otherwise, except as required by law.

SOURCE:
Wynn Resorts, Limited

CONTACT:
Lauren Seiler
702-770-7555
investorrelations@wynnresorts.com 

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FAQ

Who is issuing the new Wynn Resorts senior notes and when do they mature?

Wynn Resorts Finance and its subsidiary Wynn Resorts Capital, both indirect wholly owned subsidiaries of Wynn Resorts, will be the issuers of the notes, which will mature in 2035.

How will the new notes be guaranteed and what is their ranking?

The notes will initially be jointly and severally guaranteed by all of Wynn Resorts Finance’s domestic subsidiaries that guarantee its existing senior secured credit facilities, except Wynn Resorts Capital. The notes and guarantees will be senior unsecured obligations and will rank equal in right of payment with all existing and future unsubordinated liabilities of the issuers and guarantors, but will be effectively subordinated to their existing and future secured debt to the extent of the value of the collateral.

What does Wynn Resorts plan to do with the net proceeds from the offering?

Wynn Resorts Finance plans to contribute and/or lend the net proceeds from the offering, together with cash on hand, to Wynn Las Vegas, which intends to use the funds to redeem in full the 2027 Wynn Las Vegas 5.250% senior notes and to pay fees and expenses related to issuing the new notes and redeeming the 2027 notes.

Who will be eligible to purchase the new Wynn Resorts notes in this offering?

The initial purchasers will offer the notes only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, or to certain persons outside the United States in reliance on Regulation S under the Securities Act.

Will the new senior notes be registered under the Securities Act?

The notes have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless an exemption from registration under the Securities Act and applicable state laws is available.