v3.24.3
Long-Term Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt consisted of the following (in thousands):
 
September 30, 2024December 31, 2023
Macau Related:
WM Cayman II Revolver, due 2028 (1)
$1,150,962 $1,497,610 
WML 4 7/8% Senior Notes, due 2024 (2)
600,000 600,000 
WML 5 1/2% Senior Notes, due 20261,000,000 1,000,000 
WML 5 1/2% Senior Notes, due 2027750,000 750,000 
WML 5 5/8% Senior Notes, due 20281,350,000 1,350,000 
WML 5 1/8% Senior Notes, due 20291,000,000 1,000,000 
WML 4 1/2% Convertible Bonds, due 2029 (3)
600,000 600,000 
U.S. and Corporate Related:
WRF Credit Facilities (4):
WRF Term Loan, due 2024— 73,683 
WRF Term Loan, due 2027773,438 730,692 
WLV 5 1/2% Senior Notes, due 2025 (2)
583,310 1,380,001 
WLV 5 1/4% Senior Notes, due 2027880,000 880,000 
WRF 5 1/8% Senior Notes, due 2029750,000 750,000 
WRF 7 1/8% Senior Notes, due 20311,000,000 600,000 
WRF 6 1/4% Senior Notes, due 2033800,000 — 
Retail Term Loan, due 2027 (5)
615,000 615,000 
11,852,710 11,826,986 
WML Convertible Bond Conversion Option Derivative75,894 73,744 
Less: Unamortized debt issuance costs and original issue discounts and premium, net(142,042)(162,393)
11,786,562 11,738,337 
Less: Current portion of long-term debt(1,239,054)(709,593)
Total long-term debt, net of current portion$10,547,508 $11,028,744 
(1) As of September 30, 2024, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10% or HIBOR, in each case plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis. Approximately $239.1 million and $911.9 million of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975% per year and HIBOR plus 1.875% per year, respectively. As of September 30, 2024, the weighted average interest rate was approximately 6.33%. As of September 30, 2024, the available borrowing capacity under the WM Cayman II Revolver was $353.6 million.
(2) In October 2024, the Company repaid or repurchased the 2024 WML Senior Notes and 2025 WLV Senior Notes using short-term restricted cash held at WML and WRF, respectively.
(3) As of September 30, 2024, the net carrying amount of the WML Convertible Bonds was $493.5 million, with unamortized debt discount and debt issuance costs of $106.5 million. The Company recorded contractual interest expense of $6.8 million and $6.8 million and amortization of discounts and issuance costs of $4.8 million and $4.4 million during the three months ended September 30, 2024 and 2023, respectively, and contractual interest expense of $20.3 million and $15.3 million and amortization of discounts and issuance costs of $14.0 million and $9.7 million during the nine months ended September 30, 2024 and 2023, respectively.
(4) The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.85% per year. As of September 30, 2024, the weighted average interest rate was approximately 6.70%. Additionally, as of September 30, 2024, the available borrowing capacity under the WRF Revolver was $735.3 million, net of $14.7 million in outstanding letters of credit.
(5) As of September 30, 2024, the Retail Term Loan bore interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 1.80% per year, for an all-in interest rate of 5.54%. On October 2, 2024, the borrowers amended the term loan agreement to, among other things, extend the scheduled maturity of the Retail Term Loan to 2027 and change the interest rate on the Retail Term Loan to one-month term SOFR plus 2.15% per year, as further described below.
WM Cayman II Revolver Facility Agreement Amendment

On September 20, 2024, WM Cayman II, as borrower and WML, as guarantor, entered into an amendment agreement (the “Second Amendment Agreement”) to its existing facility agreement dated as of September 16, 2021, as amended on May 5, 2022 and as amended and restated on June 27, 2023 (the "Existing Facility Agreement"), to extend the maturity date of the outstanding loans under the Existing Facility Agreement from September 16, 2025 to September 16, 2028, or the immediately preceding business day if September 16, 2028 is not a business day. In connection with the Second Amendment Agreement, the Company recorded debt issuance costs of $19.2 million within the Condensed Consolidated Balance Sheet.

WML Senior Notes

On October 1, 2024, WML paid the $600.0 million aggregate principal amount of WML's 4 7/8% Senior Notes due 2024 on their stated maturity date using short-term restricted cash held at WML.

WRF Credit Facility Agreement Amendment

On September 16, 2024, Wynn Resorts Finance, LLC ("WRF") and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Agreement Amendment") to its existing credit agreement (the "WRF Credit Facility Agreement") among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment extended the stated maturity of $68.7 million aggregate principal amount of revolving commitments and $71.8 million aggregate principal of term loan commitments from September 20, 2024 to September 20, 2027. In connection with the WRF Credit Facility Agreement Amendment, the Company recognized a loss on debt financing transactions of $0.1 million within the accompanying Condensed Consolidated Statement of Operations, and the Company recorded debt issuance costs of $0.5 million within the Condensed Consolidated Balance Sheet.

WRF Senior Notes

In February 2024, WRF and its subsidiary, Wynn Resorts Capital Corp., issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes," and collectively with the 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") and 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes"), the "WRF Senior Notes") pursuant to a supplemental indenture to the 2031 Senior Notes indenture dated as of February 16, 2023. The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.00% of the principal amount plus accrued interest, resulting in net proceeds of $409.5 million. The net proceeds from the 2031 WRF Add-On Senior Notes, together with cash held by Wynn Resorts, were used to repurchase an aggregate $796.7 million of the outstanding principal amount of the 2025 WLV Senior Notes (as defined below) and to pay the applicable tender premium and related fees and expenses.

In connection with the issuance of the 2031 WRF Add-On Senior Notes and the repurchase of the 2025 WLV Senior Notes in February and March 2024 (as further discussed below), the Company recognized a loss on debt financing transactions of $1.6 million within the accompanying Condensed Consolidated Statements of Operations, and the Company recorded debt issuance costs of $5.6 million within the accompanying Condensed Consolidated Balance Sheet.

In September 2024, WRF and its subsidiary Wynn Resorts Capital Corp. (together the "WRF Issuers"), issued $800.0 million aggregate principal amount of 6 1/4% Senior Notes due 2033 (the "2033 WRF Senior Notes") pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The 2033 WRF Senior Notes were issued at par, for proceeds of $795.0 million, net of $5.0 million of related fees and expenses. A portion of the proceeds from the offering of the 2033 WRF Senior Notes was classified as short-term restricted cash as of September 30, 2024 within the Condensed Consolidated Balance Sheet and was used in October 2024 to repurchase the remaining outstanding principal amount of the 2025 WLV Senior Notes (as defined below) in full. In connection with the issuance of the 2033 WRF Senior Notes, the Company recorded debt issuance costs of $8.2 million within the Condensed Consolidated Balance Sheet.
WLV Senior Notes

In February and March 2024, Wynn Las Vegas repurchased $800.0 million aggregate principal amount of its 5 1/2% Senior Notes due 2025 (the "2025 WLV Senior Notes"), which consisted of i) $681.0 million aggregate principal amount of validly tendered notes repurchased at a price equal to 97.2% of the principal amount, plus accrued interest and an early tender premium of $20.3 million, and ii) $119.0 million aggregate principal amount of notes repurchased on a pro-rata basis at a price equal of 100% of the principal amount, plus accrued interest, under the terms of its indenture. Included in the $119.0 million repurchase was $3.3 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts. The Company used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by WRF to purchase such validly tendered 2025 WLV Senior Notes and to pay the early tender premium and related fees and expenses.

In October 2024, Wynn Las Vegas repurchased the remaining $600.0 million aggregate principal amount of its 2025 WLV Senior Notes at a price equal to 100.0% of the principal amount, plus a “make-whole” amount and accrued interest, under the terms of its indenture. Included in the $600.0 million repurchase was $16.7 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts.

Retail Term Loan Third Amendment

On October 2, 2024, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Borrowers") entered into a third amendment (the "Third Retail Term Loan Amendment") to their existing term loan agreement (the "Retail Term Loan Agreement" and, as amended by the Third Amendment, the "Extended Retail Term Loan Agreement"). The Third Retail Term Loan Amendment, which is effective as of October 2, 2024, amends the Retail Term Loan Agreement to, among other things: (i) extend the scheduled maturity date of the term loan to July 24, 2027; (ii) provide for an interest rate on the term loan equal to One Month Term SOFR (as defined in, and determined in accordance with, the Extended Retail Term Loan Agreement) plus a spread of 215 basis points; and (iii) require that the Borrowers meet a specified maximum loan to value ratio annually (which, if not met, triggers a mandatory excess cash sweep until such ratio has been achieved) as well as certain specified minimum debt yields. In connection with, and as provided under, the Third Retail Term Loan Amendment, the Borrowers (a) made a principal prepayment of the term loan in the amount of $15.0 million, and (b) to mitigate interest rate risk, entered into an interest rate swap agreement maturing in February 2027, which effectively fixes the variable component of the interest rate on the term loan at 3.385% through such date.

Debt Covenant Compliance

As of September 30, 2024, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt
The estimated fair value of the Company's long-term debt as of September 30, 2024 and December 31, 2023 was approximately $11.82 billion and $11.49 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $11.85 billion and $11.83 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).