LAS VEGAS SANDS CORP : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Published: 2021-09-23 16:06:20 ET LVS

ITEM 1.01. Entry into a Material Definitive Agreement.

2.300% Senior Notes due 2027, 2.850% Senior Notes due 2029 and 3.250% Senior Notes due 2031

On September 23, 2021, Sands China Ltd. ("SCL"), a majority-owned subsidiary of Las Vegas Sands Corp., completed its previously announced private offering of three series of senior unsecured notes in an aggregate principal amount of $1.95 billion, consisting of $700 million of 2.300% Senior Notes due 2027 (the "2027 Notes"), $650 million of 2.850% Senior Notes due 2029 (the "2029 Notes") and $600 million of 3.250% Senior Notes due 2031 (the "2031 Notes" and, together with the 2027 Notes and the 2029 Notes, the "Notes"). SCL intends to use the net proceeds from the offering and cash on hand to redeem in full the outstanding principal amount of its $1.80 billion 4.600% senior notes due 2023, any accrued interest and the associated make-whole premium as determined under the related senior notes indenture dated as of August 9, 2018.

The Notes are general senior obligations of SCL. Each series of Notes will rank equally in right of payment with all of SCL's existing and future senior unsecured debt and will rank senior in right of payment to all of SCL's future subordinated debt, if any. The Notes will be effectively subordinated in right of payment to all of SCL's future secured debt (to the extent of the value of the collateral securing such debt) and will be structurally subordinated to all of the liabilities of SCL's subsidiaries. None of SCL's subsidiaries will guarantee the Notes.

The Notes were offered and sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and have been offered and sold only to Professional Investors (as defined in Chapter 37 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) that are qualified institutional buyers (in reliance on Rule 144A under the Securities Act) and non-U.S. Persons outside the United States (in reliance on Regulation S under the Securities Act). Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

SCL has agreed, subject to certain conditions, to file a registration statement with respect to a registered exchange offer to exchange each series of Notes for an issue of notes that will have terms identical to the applicable series of Notes, except that the exchange notes will not have legends restricting transfer. Each series of Notes will also be listed on The Stock Exchange of Hong Kong Limited.

The Indenture

The Notes were issued pursuant to an indenture, dated as of September 23, 2021 (the "Indenture"), between SCL and U.S. Bank National Association, as trustee (the "Trustee"). The 2027 Notes will accrue interest at the rate of 2.300% per year and will mature on March 8, 2027. The 2029 Notes will accrue interest at the rate of 2.850% per year and will mature on March 8, 2029. The 2031 Notes will accrue interest at the rate of 3.250% per year and will mature on August 8, 2031. Interest on the 2027 Notes and the 2029 Notes will be payable semi-annually in arrears on each March 8 and September 8, commencing on March 8, 2022. Interest on the 2031 Notes will be payable semi-annually in arrears on each February 8 and August 8, commencing on February 8, 2022. Upon the occurrence of certain events described in the Indenture, the interest rate on the Notes may be adjusted.

SCL may redeem the 2027 Notes, in whole or in part, prior to February 8, 2027, the 2029 Notes, in whole or in part, prior to January 8, 2029 and the 2031 Notes, in whole or in part, prior to May 8, 2031, in each case at a price equal to 100% of the aggregate principal amount thereof plus a "make-whole" premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the 2027 Notes will be redeemable at the option of SCL, in whole or in part, at any time on or after February 8, 2027, the 2029 Notes will be redeemable at the option of SCL, in whole or in part, at any time on or after January 8, 2029 and the 2031 Notes will be redeemable at the option of SCL, in whole or in part, at any time on or after May 8, 2031, in each case at 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

To the extent that changes in applicable tax laws impose certain withholding taxes on amounts payable on the Notes, and, as a result, SCL is required to pay additional amounts on the Notes with respect to such withholding taxes, the Notes will be redeemable, in whole but not in part, at 100% of the principal amount of the Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.

Upon the occurrence of certain change of control triggering events, SCL will be required to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the purchase date applicable to such Notes. In addition, upon the occurrence of certain events triggering an investor put option,

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SCL will be required to offer to repurchase the Notes at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the purchase date applicable to such Notes.

The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of SCL and its subsidiaries to, among other things:

•incur liens; •enter into sale and leaseback transactions; and •consolidate, merge, sell or otherwise dispose of all or substantially all of SCL'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 Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

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