Las Vegas Sands Corp. Enters Material Definitive Agreement

TL;DR

LVS just signed a big deal, could mean new debt or obligations.

AI Summary

On May 16, 2024, Las Vegas Sands Corp. entered into a material definitive agreement. The company, incorporated in Nevada with its principal executive offices in Las Vegas, NV, filed a Form 8-K to report this event. The filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Why It Matters

This filing signals a significant new contract or financial commitment for Las Vegas Sands Corp., potentially impacting its future operations and financial obligations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• LAS VEGAS SANDS CORP. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• May 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock ($0.001 par value) LVS New York Stock Exchange
• $750 million — ing of an aggregate principal amount of $750 million of the Company's 5.900% Senior Notes du
• $500 million — nior Notes due 2027 (the "2027 Notes"), $500 million of the Company's 6.000% Senior Notes du
• $1.75 billion — hand to redeem in full the outstanding $1.75 billion aggregate principal amount of the Compa

Filing Documents

• lvs-20240516.htm (8-K) — 52KB
• lvs_ex42x05162024.htm (EX-4.2) — 234KB
• lvs_ex43x05162024.htm (EX-4.3) — 239KB
• lvs_ex44x05162024.htm (EX-4.4) — 238KB
• lvs_ex51x05162024.htm (EX-5.1) — 17KB
• lvs_ex52x05162024.htm (EX-5.2) — 33KB
• letterhead.jpg (GRAPHIC) — 50KB
• 0001300514-24-000112.txt ( ) — 1125KB
• lvs-20240516.xsd (EX-101.SCH) — 2KB
• lvs-20240516_lab.xml (EX-101.LAB) — 21KB
• lvs-20240516_pre.xml (EX-101.PRE) — 12KB
• lvs-20240516_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

ITEM 1.01. Entry into a Material Definitive Agreement. 5.900% Senior Notes due 2027; 6.000% Senior Notes due 2029; 6.200% Senior Notes due 2034 On May 16, 2024, Las Vegas Sands Corp. (the "Company") completed its previously announced underwritten public offering of an aggregate principal amount of $750 million of the Company's 5.900% Senior Notes due 2027 (the "2027 Notes"), $500 million of the Company's 6.000% Senior Notes due 2029 (the "2029 Notes") and $500 million of the Company's 6.200% Senior Notes due 2034 (the "2034 Notes" and, together with the 2027 Notes and the 2029 Notes, the "Notes"). The Notes were offered and sold pursuant to a prospectus, dated November 3, 2023, forming a part of the Company's shelf registration statement on Form S-3 (Registration No. 333-275303) and a prospectus supplement, dated May 7, 2024. The Company intends to use the net proceeds from the offering of the Notes and cash on hand to redeem in full the outstanding $1.75 billion aggregate principal amount of the Company's 3.200% Senior Notes due August 8, 2024. The Notes are unsecured, senior obligations of the Company. The Notes will rank equally with the Company's other unsecured and unsubordinated obligations. None of the Company's subsidiaries will guarantee the Notes. The Indenture The Notes were issued under an indenture, dated as of July 31, 2019 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the "Trustee"), as supplemented by a fifth supplemental indenture, dated as of May 16, 2024 (the "Fifth Supplemental Indenture"), a sixth supplemental indenture, dated as of May 16, 2024 (the "Sixth Supplemental Indenture") and a seventh supplemental indenture, dated as of May 16, 2024 (the "Seventh Supplemental Indenture"), each between the Company and the Trustee, establishing the terms of the Notes (the Base Indenture, as so supplemented by the Fifth Supplemental Indentur

01. Financial Statements and Exhibits

ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits 4.1 Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Associ a tion, as trustee (incorporated by reference to Exhibit 4.1 to Las Vegas Sands Corp.'s Current Report on Form 8-K filed on July 31, 2019). 4.2 Fifth Supplemental Indenture, dated as of May 16, 2024, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.900% Notes due 2027. 4.3 Sixth Supplemental Indenture, dated as of May 16, 2024, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.000% Notes due 2029. 4.4 Seventh Supplemental Indenture, dated as of May 16, 2024, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.200% Notes due 2034. 4.5 Form of Las Vegas Sands Corp.'s 5.900% Notes due 2027 (included in Exhibit 4.2 hereto). 4.6 Form of Las Vegas Sands Corp.'s 6.000% Notes due 2029 (included in Exhibit 4.3 hereto). 4.7 Form of Las Vegas Sands Corp.'s 6.200% Notes due 2034 (included in Exhibit 4.4 hereto). 5.1 Opinion of D. Zachary Hudson. 5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of D. Zachary Hudson (included in Exhibit 5.1). 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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: May 16, 2024 LAS VEGAS SANDS CORP. By: / S / R ANDY H YZAK Name: Randy Hyzak Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR