WYNN/OKADA STOCK REDEMPTION CONF CALL NOTES
CONF CALL NOTES
- This investigation began in July 2010, when Mr. Okada approached Mr. Wynn about building a casino in the Philippines. The request triggered an investigation by the Compliance Committee.
- In February 2011, one group that was hired to do a follow-up assessment about doing business in the Philippines uncovered some questionable associations of Mr. Okada in the Philippines.
- The license granted to Okada in the Philippines in May 2010, was granted by the official whose son benefited from some comps that Okada's firm had granted him
- The Board advised Mr. Wynn against doing business in the Philippines
- In August 2011, they decided that they needed to follow up under the Foreign Corrupt practices Act and all members of the Board attended that meeting aside from Mr. Okada who refused to received FCPA training
- There were also issues surrounding the individual that sold the Philippines land to Mr. Okada - who was convicted of tax evasion on the proceeds from the sale for understating the proceeds.
- September 2011: Compliance Committee met again and discussed the indictment of certain PAGCOR officials, the sale of the land to Mr. Okada, and other related matters. Mr. Okada had a negative reaction about the findings of the Board's investigation. Mr. Okada said that it was customary under Asian practices to give gifts to people who you do business with
- In September, Wynn's attorneys met with Mr. Okada and his attorney to raise the Board's concern about him doing business in the Philippines and it's potential adverse impact on Wynn Resorts. Mr. Okada did not recognize the potential for conflict and refused to cease his operations in the Philippines or to resign from the Board.
- The Wynn Board subsequentially hired Judge Freeh. Okada refused to be interviewed by the judge by the deadline of February 2, but agreed to an interview on Feb 15th for 7 hours. Freeh's report was submitted to the Board on February 18th. The report found issues with Okada's activities in Philippines and that they posed a violation of the Foreign Corrupt Practices Act and that he sees nothing wrong with giving gifts to government officials with whom he does business with.
- Universal paid part of the expenses of a Philippines official's trip to Beijing during the Olympics
- As a result of all of the findings of the Board's investigation, they found Mr. Okada "unsuitable"
- Wynn's Articles of Incorporation state that pursuit to a finding of unsuitability they must take steps to redeem that person's interest in the Company and failure to do so will result in risk to Wynn
- The Company engaged Moelis & Company to determine the fair value of the share, and Moelis determined that a 30% discount was appropriate given the restrictions on the shares. The Articles state that redemption may be made in cash or promissory note bearing interest at 2%.
- The redemption has already occurred
- Okada's actions against Wynn's gift to the University of Macau was not about the amount but actually suggested that the pledge be made over 5 and not 10 years. Mr. Okada was present at the gifting ceremony. The gift to the University was fully vetted by the Board.
- Law Firms envolved: Wachtell Lipton was advising them; Bob Shapiro; Gibson Dunn
- Minutes of the company meetings are provided to regulators at the time they are prepared. The gaming regulators in Nevada were aware of the ongoing investigation
- Civil litigation was initiated by the Company concerning Mr. Okada's suitability to sit on Wynn's Board. A copy of the Freeh report was filed in that case and is publicly available.
- The share redemption occurred on Saturday - the actions available to Mr. Okada cannot be subject to an injunction because it has already occurred. He can contest the valuation though.
- There is no other action required from Wynn to complete the redemption
- The Nevada gaming commission has the ability to review everything that has occurred and they are going to conduct their own investigation
- The transfer agent was notified that the redemption has occurred and they are obligated to comply
- There are 37 separate incidences of potential violations in the Freeh report
HIGHLIGHTS FROM THE RELEASE
- WYNN's "Compliance Committee has concluded a year-long investigation after receiving an independent report detailing numerous apparent violations of the U.S. Foreign Corrupt Practices Act (FCPA) by Aruze USA, Inc., its parent company Universal Entertainment Corporation and its principal shareholder, Kazuo Okada."
- "Freeh’s investigators uncovered and documented more than three dozen instances over a three-year period in which Mr. Okada and his associates engaged in improper activities for their own benefit in apparent violation of U.S. anti-corruption laws and gross disregard for the Company’s Code of Conduct. These troubling discoveries include cash payments and gifts totaling approximately $110,000 to foreign gaming regulators."
- “Mr. Okada and his associates and companies appear to have engaged in a longstanding practice of making payments and gifts to his two chief gaming regulators at the Philippines Amusement and Gaming Corporation (PAGCOR), who directly oversee and regulated Mr. Okada’s Provisional Licensing Agreement to operate in that country,” and have “consciously taken active measures to conceal both the nature and amount of these payments.”
- "Based on the Freeh Report, presented to the Wynn Resorts Board of Directors on February 18, 2012, the Board determined that Aruze USA, Inc., Universal Entertainment Corporation and Mr. Okada are “unsuitable” under the provisions of the Company’s Articles of Incorporation." and requested Mr. Okada's resignation from the Board.
- "Pursuant to the finding of “unsuitability,” the Board has redeemed Aruze USA, Inc.’s 24 million Wynn Resorts’ shares. The terms of redemption are outlined in Wynn Resorts’ Articles of Incorporation, which have been in place since the Company’s inception... The Company engaged an independent financial advisor to assist in the fair value calculation and concluded that a [30%] discount to the current trading price was appropriate because of restrictions on most of the shares which are subject to the terms of an existing stockholder agreement. Pursuant to the Articles, the Company has issued a 10-year $1.9 billion promissory note in redemption of the shares. The note matures on February 18, 2022 and bears interest at the rate of 2% per annum."
- "Wynn Resorts today filed a lawsuit against Mr. Okada, Aruze USA, Inc. and Universal Entertainment Corporation inNevada District Court, Clark County for breach of fiduciary duty and related offenses."