Steve Wynn and his ex-wife Elaine Wynn have agreed to declare as “invalid” a 2010 stockholders’ agreement involving them and Aruze USA Inc concerning control of each party’s respective shares of Wynn Resorts Ltd.
The settlement was announced on Thursday by U.S.-based Wynn Resorts in a stock filing. The firm is the parent company of Macau casino operator Wynn Macau Ltd.
“The termination of the stockholders’ agreement now permits both Mr Wynn and Ms Wynn to sell their respective shares,” analysts Carlo Santarelli and Danny Valoy from Deutsche Bank Securities Inc wrote in a note following the announcement.
They added: “Overall, we see this … announcement as a net positive in that it provides greater flexibility for both parties and we believe the ability to sell shares, in the case of Mr Wynn specifically, is beneficial for all parties involved, including Wynn Resorts.”
According to previous company filings, Ms Wynn’s stake – at about 9.3 million shares – represents approximately a 9.4-percent interest in Wynn Resorts, while Mr Wynn has about 11.4 million shares in the firm, representing an approximately 11.8-percent interest. Voted together, the 20.7 million shares of the ex-couple form a bigger block than any other single shareholder in the company.
Wynn Resorts stated in a Thursday filing that “Mr Wynn may seek to sell all or a portion of the common stock controlled by him pursuant to one or more registered public offerings, in the open … or in privately negotiated transactions. If he elects to sell any such common stock, he will seek to conduct such sales in an orderly fashion and in cooperation with the company.”
Mr Wynn had informed Wynn Resorts last month that he had no immediate plans to sell his shares, according to a February 9 filing.
Under the separation agreement between Wynn Resorts and Mr Wynn, disclosed on February 16, “Mr Wynn may not sell during any quarter after the date of such agreement more than one-third of the company shares he holds as of the date of such agreement.”
Long legal battle
The stockholders’ agreement now declared invalid by Mr Wynn and Ms Wynn disallowed any of the subscribers – Mr Wynn, Ms Wynn and Wynn Resorts’ then biggest single shareholder, Aruze USA, a firm at the time headed by Japanese gaming entrepreneur Kazuo Okada – from selling their shares of the casino operator without the consent of the other signatories.
Ms Wynn had argued that the stockholders’ agreement was no longer valid following a 2012 decision by Wynn Resorts’ board to forcibly order the redemption at a discount of Aruze USA’s stake in the group. She was seeking a court decision on the matter.
In a Thursday press release, Wynn Resorts stated it had been informed on Wednesday that counsel for, respectively, Mr Wynn and Ms Wynn had “submitted a stipulation and order to dismiss certain claims made by Ms Wynn in a lawsuit which is pending in the District Court in Clark County, Nevada” regarding the stockholders’ agreement.
The firm added: “In the stipulation and order, Mr Wynn and Ms Wynn, through their respective counsel, stipulate that the amended and restated stockholders’ agreement, dated January 6, 2010, by and among Stephen A. Wynn, Elaine P. Wynn, and Aruze USA Inc, is now invalid and unenforceable as a matter of law and that neither party shall have any further rights or obligations thereunder.”
A separate Wynn Resorts filing added that the District Court entered an order “approving the parties’ stipulation and dismissing certain of Ms Wynn’s claims in the litigation on March 14”.
This is the latest development in a saga that started in late January following allegations of sexual misconduct against Mr Wynn. Although he denied such allegations, Mr Wynn eventually resigned as chairman and chief executive of Wynn Resorts in early February, a company he founded. At the same time, he also resigned as chairman and CEO of Wynn Macau Ltd.
In Mid-February, it was announced that given his recent resignation, Mr Wynn concluded that the 2010 stockholders’ agreement was now “invalid and unenforceable as a matter of law”.
The settlement between Mr Wynn and Ms Wynn came days after Wynn Resorts announced it had agreed to pay a total of US$2.4 billion to settle the 2012 stock redemption dispute with Aruze USA and the latter’s parent company, Universal Entertainment Corp.
As part of the deal, “Aruze USA will not consider itself a party to the amended and restated stockholders’ agreement among Universal Entertainment’s subsidiary Aruze USA, Steve Wynn and Elaine P. Wynn, nor will it assert any claims or rights under the stockholders’ agreement,” Wynn Resorts announced at the time.
