LAS VEGAS SANDS CORP. Item 1.01. Entry into a Material Definitive Agreement.
2.900% Senior Notes due 2025
On
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
The Notes will accrue interest at the rate of 2.900% per year and will mature on
The Company may redeem the Notes, in whole or in part, prior to
The Notes are subject to redemption requirements imposed by gaming laws and
regulations of the
The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of the Company and its subsidiaries to, among other things:
• incur liens; • enter into sale and leaseback transactions; and
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• consolidate, merge, sell or otherwise dispose of all or substantially all
of the Company's assets on a consolidated basis.
The Indenture also provides for customary events of default.
The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the Base Indenture, a copy of which is incorporated in this Current Report on Form 8-K by reference as Exhibit 4.1, and the Fourth Supplemental Indenture, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Notes and the Indenture is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
Item 8.01. Other Events.
In connection with the offering of the Notes, the Company entered into an
underwriting agreement, dated
Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. In addition, certain of the Underwriters and their respective affiliates are lenders, and in some cases agents for the lenders, under the Company's credit facilities.
The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full and complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated November 21, 2019 , among Las Vegas
Sands Corp. and Barclays Capital Inc. , BofA Securities, Inc. and
Goldman Sachs & Co. LLC .
4.1 Indenture, dated as of July 31, 2019 , between Las Vegas Sands
Corp. and U.S. Bank National Association , 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 Fourth Supplemental Indenture, dated as of November 25, 2019 ,
between Las Vegas Sands Corp. and U.S. Bank National Association , as
trustee, relating to the 2.900% Notes due 2025.
4.3 Form of Las Vegas Sands Corp.'s 2.900% Notes due 2025 (included in
Exhibit 4.2 hereto).
5.1 Opinion of Calvin Siemer .
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP .
23.1 Consent of Calvin Siemer (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.
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