Date of Report (Date of earliest event reported) July 11, 2022
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
001-32373
27-0099920
(Commission File Number)
(IRS Employer Identification No.)
3883 Howard Hughes Parkway, Suite 550
Las Vegas,
Nevada
89169
(Address of principal executive offices)
(Zip Code)
(702) 923-9000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($0.001 par value)
LVS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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ITEM 1.01.
Entry into a Material Definitive Agreement.
On July 11, 2022, Las Vegas Sands Corp. (the “Company”) entered into a loan agreement (the “Loan Agreement”) with Sands China Ltd., a majority-owned subsidiary of the Company (“SCL”). Capitalized terms used but not defined herein are defined in SCL’s 2021 Annual Report.
Pursuant to the Loan Agreement, the Company has extended to SCL a subordinated unsecured term loan in the amount of US$1 billion, which is repayable on July 11, 2028 (the “SCL Subordinated Loan”). SCL incurred the SCL Subordinated Loan on July 11, 2022.
SCL’s obligations under the SCL Subordinated Loan will be subordinated unsecured obligations of SCL and will be subordinated to all third party unsecured indebtedness and other obligations of every nature of SCL and its subsidiaries from time to time, including all Senior Notes issued by SCL and the 2018 SCL Credit Facility (as amended, restated, replaced (whether upon or after termination or otherwise, and whether with the original lenders or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, including any extension of the maturity thereof or increase in the amount of available borrowings thereof).
In the first two years from July 11, 2022, SCL will have the option to elect to pay cash interest at 5% per annum or payment-in-kind interest at 6% per annum by adding the amount of such interest to the then-outstanding principal amount of the SCL Subordinated Loan, following which only cash interest at 5% per annum will be payable.
The SCL Subordinated Loan is pre-payable by SCL in whole or in part at any time without penalty.
The foregoing summary of the Loan Agreement is not complete and is qualified in its entirety by reference to the full and complete text of the Loan Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 to be filed with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 11, 2022
LAS VEGAS SANDS CORP.
By:
/S/ D. ZACHARY HUDSON
Name: D. Zachary Hudson Title: Executive Vice President, Global General Counsel and Secretary
