Bank of China contributes $28 million USD to a $875 million USD syndicated term loan tranche of a $1.25 billion USD syndicated loan to Wynn America for general corporate purposes and capital expenditures related to the Wynn Massachusetts Project (Linked to Record ID#107829)

Project narrative

On November 20, 2014, a syndicate of 11 banks — including the Los Angeles Branch of the Bank of China (BOC) — entered into a $1,250,000,000 USD syndicated facility agreement with Wynn America, LLC — a Nevada-incorporated limited liability company wholly-owned by Wynn Resorts Holdings, LLC, a Nevada limited liability company, a wholly-owned subsidiary of Wynn Resorts, Limited, a Nevada-incorporated American casino and hotel operator and developer based in Paradise, Nevada and listed on the Nasdaq Stock Exchange — for general corporate purposes and capital expenditures related to the Wynn Massachusetts Project. This facility was divided into two tranches: a $375,000,000 USD senior secured revolving credit facility (RCF) tranche with a maturity period of five years and a final maturity date of November 20, 2019; and a $875,000,000 USD delay draw senior secured term loan facility tranche with a maturity period of six years and a final maturity date of November 20, 2020, with a quarterly principal payment profile ($21,875,000.00 USD each every 3 months), scheduled to begin on June 30, 2018 (a grace period of 3.611 years). The delayed draw facility tranche had portions expire if not drawn on November 20, 2015 and June 30, 2016. Borrowings under the facility would bear interest based on a floating rate, at Wynn America’s election, of either a base rate (the greatest of the administrative agent's prime rate, the Federal Funds Rate plus 0.50% per annum, or one-month LIBOR plus 1.00%) plus 0.75% per annum or LIBOR plus 1.75% per annum. The facility had an annual fee on unborrowed amounts, if any, of 0.30% per annum, payable quarterly in arrears, calculated based on the daily average of the unborrowed amounts under such credit facilities. Letters of credit could be issued under this facility. Nevada-incorporated Wynn Las Vegas Holdings, LLC, Nevada-incorporated Wynn MA, LLC, and Massachusetts-incorporated Everett Property, LLC — all wholly-owned by Wynn America, LLC — issued guarantees for the facility. This loan was secured by (i.e. collateralized against) a pledge of all equity interests in the Wynn Las Vegas Holdings, LLC, Wynn MA, LLC, and Everett Property, LLC and by a first priority security interest in substantially all of the other existing and future assets of Wynn Las Vegas Holdings, Wynn MA, and Everett Property as pledged by Wynn America, LLC, Wynn Las Vegas Holdings, Wynn MA, and Everett Property. Deutsche Bank served as collateral agent. The facility contained customary representation and warranties, events of default and negative and affirmative covenants, including limitations on indebtedness, investments, restricted payments, mergers and acquisitions, payments of indebtedness, negative pledges, liens, transactions with affiliates, sales of assets, and financial covenants including maintenance of a Maximum Consolidated Senior Secured Net Leverage Ratio and a Minimum Consolidated EBITDA. BOC committed $12,000,000.00 USD to the $375 million USD RCF tranche, as captured by Record ID#107829. In addition to BOC, the following lenders contributed the respective amounts to the tranche: the New York Branch of Deutsche Bank AG ($43,000,000.00 USD), Bank of America, N.A. ($43,000,000.00 USD), the Bank of Nova Scotia (Scotiabank) ($43,000,000.00 USD), Crédit Agricole Corporate and Investment Bank (CACIB) ($43,000,000.00 USD), Fifth Third Bank ($43,000,000.00 USD), SunTrust Bank ($43,000,000.00 USD), Sumitomo Mitsui Banking Corporation (SMBC) ($30,000,000.00 USD), BNP Paribas S.A. ($30,000,000.00 USD), the Stamford Branch of UBS AG ($30,000,000.00 USD), and Morgan Stanley Senior Funding, Inc. ($15,000,000.00 USD). BOC committed $28,000,000.00 USD to the $875 million USD term loan tranche, as captured by Record ID#107830. In addition to BOC, the following lenders contributed the respective amounts to the tranche: the New York Branch of Deutsche Bank ($100,333,333.34 USD), Bank of America, N.A. ($100,333,333.34 USD), Scotiabank ($100,333,333.33 USD), CACIB ($100,333,333.33 USD), Fifth Third Bank ($100,333,333.33 USD), SunTrust Bank ($100,333,333.33 USD), SMBC ($70,000,000.00 USD), BNP Paribas ($70,000,000.00 USD), the Stamford Branch of UBS ($70,000,000.00 USD), and Morgan Stanley Senior Funding, ($35,000,000.00 USD). The New York Branch of Deutsche Bank served as administrative agent and collateral agent. Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CCACIB, Fifth Third Bank, SunTrust Robinson Humphrey, Inc., The Bank of Nova Scotia, BNP Paribas Securities Corp., SMBC, and UBS Securities LLC served as joint lead arrangers and joint bookrunners. Morgan Stanley Senior Funding and the Los Angeles Branch of BOC served as arrangers. Merrill Lynch, Pierce, Fenner & Smith Incorporated served as documentation agent. As of September 30, 2015, there were no amounts drawn under the credit facility, though there were outstanding letters of credit totaling $10.0 million USD. On November 5, 2015, the lending syndicate entered into an agreement with the borrower for the $1.25 billion USD facility; in it, the available borrowing period was changed from November 20, 2015 to March 30, 2016 and June 30, 2016 for up to $100,333,333.34 USD (referred to as 'Tranche B') and $704,666,666.66 million USD ('referred to as 'Tranche C', with the remaining $70,000,000.00 USD having its period unchanged (referred to as 'Tranche A'). On December 21, 2015, the agreement was amended a second time. As of December 31, 2015, the borrower had drawn $70 million USD under the facility and had outstanding letters of credit totaling $11.7 million USD. On June 21, 2016, the lending syndicate entered into a third amendment agreement with the borrower to extend the available borrowing period for $649.7 million USD (of Tranche C) of the delay draw senior secured term loan facility from June 30, 2016 to December 31, 2016. Then, on July 1, 2016, the lending syndicate entered into a fourth amendment agreement with the borrower in which in which Goldman Sachs Bank USA ($75,000,000 USD) and JPMorgan Chase Bank, N.A. ($50,000,000 USD) joined as new lenders in a new $125 million USD tranche with the available borrowing period ending on December 31, 2016. As of December 31, 2016, the term loan tranche was fully drawn and the available borrowing capacity under the RCF tranche was $361.3 million USD, net of $13.7 million USD in outstanding letters of credit. Then, on April 24, 2017, part of the lending syndicate — but not BOC — entered into a fifth amendment agreement with the borrower for the facility that extended the maturity of the facility; $42 million USD of the RCF tranche would mature as originally scheduled, but $333 million USD would mature in December 2021 — a maturity extension of two years — while $69.6 million USD of the term loan tranche would mature in November 2020 as originally scheduled, while $805.4 million USD ($680,395,833.66 USD of the existing term loan packaged with $125,000,000.00 USD in new term loan commitments) would mature in December 2021 — a maturity extension of two years — with no required principal payments until then. On August 9, 2017, Wynn Las Vegas, LLC and Wynn Sunrise, LLC signed a joinder agreement to join the loan as guarantors. As of December 31, 2017, the available borrowing capacity under the RCF tranche was $357.3 million USD, net of $17.7 million USD in outstanding letters of credit. As of December 31, 2018, the available borrowing capacity under the RCF tranche was $357.3 million USD, net of $17.7 million USD in outstanding letters of credit. On September 20, 2019, Wynn Resorts used $750.0 million USD of notes and a new $1.0 billion USD term loan and a new $850 million USD RCF tranche to refinance the debt under the November 20, 2014 credit facility. The proceeds of the facility were to be used by the borrower to finance fees and expenses of the facility and for general corporate purposes and working capital and, primarily, for capital expenditures (the design, development, construction and pre-opening expense) for the Wynn Massachusetts Project, which sought to construct a casino resort and related amenities on a 33.9-acre site in Everett, Massachusetts, adjacent to Boston. The project was designed as an integrated resort with approximately 210,000 square feet of casino space with 161 table games and 2,833 slot machines, private and high-limit gaming areas, and a poker room, a luxury hotel tower with a total of 671 guest rooms and suites, a spa, and salon, 16 food and beverage outlets and a nightclub, approximately 8,000 square feet of retail space, and approximately 71,000 square feet of meeting and convention space, and public attractions such as waterfront park, floral displays, and water shuttle service to downtown Boston. On September 17, 2014, the Massachusetts Gaming Commission designated Wynn MA, LLC as the award winner of the Greater Boston (Region A) gaming license, which became effective on November 7, 2014 after a $85.0 million USD license fee. On January 2, 2015, Wynn Resorts purchased 33 acres of land in Everett, Massachusetts, along the Mystic River where it planned to develop and operate an integrated resort containing a hotel, restaurants, casino, spa, premium retail offerings, meeting and convention space, and a waterfront boardwalk. Suffolk Construction was involved in project implementation. Site remediation began in fall 2015.Encore Boston Harbor opened on June 23, 2019.