================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): APRIL 17, 2007
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.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 414-1000
--------------------------------------------------------------------------------
(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 7.01 REGULATION FD DISCLOSURE.
LVS CREDIT FACILITY
On April 17, 2007, Las Vegas Sands Corp. ("LVSC") announced that its
subsidiary, Las Vegas Sands, LLC ("LVS"), has commenced marketing of a $5.0
billion senior secured credit facility, which is expected to consist of a $3.0
billion funded term loan, a $600.0 million delayed draw term loan (which will
be available for 12 months after closing), a $400.0 million delayed draw term
loan (which will be available for 18 months after closing) and a $1.0 billion
revolving credit facility.
The proceeds of the senior secured credit facility will be used to (i)
refinance LVS's indebtedness under its current credit facility and other
indebtedness of certain of LVS's domestic subsidiaries, (ii) fund domestic
development projects, (iii) provide liquidity to support international
development projects, and (iv) fund working capital and for general corporate
purposes. Domestic development projects include: the completion of The Palazzo
Resort Hotel Casino ("THE PALAZZO") and the Palazzo mall, the construction of
the Palazzo condominium tower, the refurbishment of rooms at The Venetian
Resort Hotel Casino ("THE VENETIAN"), the construction of the Sands Expo and
Convention Center II, a new convention center to be built near the existing
Sands Expo and Convention Center with direct access to the casino complex, and
the construction of Sands Bethworks (a gaming, hotel, shopping and dining
complex to be located on the site of the historic Bethlehem Steel factory in
Bethlehem, Pennsylvania).
LVS will be the borrower (the "BORROWER") under the senior secured
credit facility. The senior secured credit facility will be guaranteed by
substantially all of LVS' existing wholly-owned domestic subsidiaries (the
"GUARANTORS") and will be secured by a first priority security interest on all
the assets of the Borrower and the Guarantors except for equity interests,
certain furniture, fixtures and equipment ("FF&E") and other exceptions to be
determined. The collateral will include The Venetian, The Palazzo, the Palazzo
condominium tower and the Palazzo mall, Sands Expo and Convention Center and
Sands Expo and Convention Center II. While Sands Pennsylvania, Inc. (the LVS
subsidiary which, along with a third-party joint venture partner will own Sands
Bethworks) will be a guarantor, the Sands Bethworks project itself is not
expected to be part of the collateral package. In addition, the senior secured
credit facility will not be guaranteed by any foreign subsidiaries and will not
be secured by any international operations or assets (including the Macao,
Cotai Strip (TM), Singapore and Hengqin Island development properties).
LVSC's outstanding 6.375% Senior Notes due February 2015 will be
secured on a pari passu basis with the senior secured credit facility.
Borrowings under the senior secured credit facility will bear
interest, at the Borrower's option, at either an adjusted Eurodollar rate plus
a credit spread or at an alternative base rate, plus a credit spread. The
Borrower is also expected to pay a
commitment fee on the undrawn amount of the revolving credit facility and on
the undrawn amount of the delayed draw term loan.
The revolving credit facility is expected to have a five year
maturity. The funded term loan is expected to mature in seven years. The $600.0
million and $400.0 million delayed draw term loans are expected to mature in
seven and six years, respectively.
LVSC expects the new senior secured credit facility to require the
Borrower to make mandatory prepayments of the loans with certain funds,
including:
o the proceeds of certain asset sales, subject to certain
reinvestment rights;
o insurance proceeds, subject to certain reinvestment rights;
and
o indebtedness, except for indebtedness permitted under the
agreement governing the senior secured credit facility.
The senior secured credit facility is expected to contain affirmative
and negative covenants customary for such financings, including, but not
limited to, limitations on liens, indebtedness, investments, dividends and
restricted payments, transactions with affiliates, and acquisitions and sales
of assets. The senior secured credit facility will also require the Borrower to
comply with financial covenants, including minimum ratios of EBITDA to interest
expense and total indebtedness to EBITDA.
The senior secured credit facility is expected to contain events of
default customary for such financings, including, but not limited to,
nonpayment of principal, interest, fees or other amounts when due; violation of
covenants; failure of any representation or warranty to be true in all material
respects when made or deemed made; cross default and cross acceleration; change
of control; dissolution; insolvency; bankruptcy events; material judgments; and
actual or asserted invalidity of the guarantees or security documents. Some of
these events of default will allow for grace periods and materiality concepts.
The senior secured credit facility is expected to close in the second
quarter of 2007 and will be subject to successful completion of the marketing
of the senior secured credit facility to prospective lenders, satisfactory
documentation and other customary conditions.
PROJECTED SOURCES AND USES
The following table sets forth the projected sources and uses of funds
of borrowings drawn under the senior secured credit facility at closing.
SOURCES OF FUNDS USES OF FUNDS
($ IN MILLIONS)
SOURCES OF FUNDS USES OF FUNDS
Revolver(1) $0 Refinance Existing Debt(4) $1,635
Delayed Draw Term Loan I(2) 0 Transaction Expenses 45
Delayed Draw Term Loan II(3) 0 Excess Liquidity 1,320
Term Loan B 3,000
TOTAL SOURCES $3,000 TOTAL USES $3,000
(1) TOTAL REVOLVER AVAILABILITY OF $1,000 MILLION. UNFUNDED AT CLOSE.
(2) DELAYED DRAW TERM LOAN I CAPACITY OF $600 MILLION, WITH COMMITMENT EXPIRING
12 MONTHS AFTER CLOSING. UNFUNDED AT CLOSE.
(3) DELAYED DRAW TERM LOAN II CAPACITY OF $400 MILLION, WITH COMMITMENT
EXPIRING 18 MONTHS AFTER CLOSING. UNFUNDED AT CLOSE.
(4) AS OF DECEMBER 31, 2006.
ADDITIONAL INFORMATION
In connection with the marketing of the senior secured credit
facility, LVSC provided potential lenders with the following information about
the Palazzo condominium tower: it will consist of approximately 300 luxury
condominiums, representing approximately 970,000 saleable square feet.
Pre-selling of the Palazzo condominium tower is expected to commence in the
third quarter of 2007 and potential gross proceeds are expected to range
between $1,450 million and $1,940 million with completion of sales based on a
rate of $1,500 - $2,000 per square foot.
In addition, LVSC released the following information about its
estimated U.S. construction expenditures and budgets:
ESTIMATED U.S. CONSTRUCTION BUDGETS
TOTAL AMOUNT SPENT
($ IN MILLIONS) CONSTRUCTION TO DECEMBER 31, REMAINING
PROJECT COSTS (1) 2006 COSTS
The Palazzo $1,587 $813 $774
Palazzo mall (2) 508 147 361
Palazzo condominium tower (3) 465 0 465
Sands Bethworks 637 50 587
Sands Expo expansion 287 0 287
Venetian tower refurbishment 114 21 93
Venezia tower 14th floor 40 0 40
TOTAL 3,639 1,031 2,608
1. Represents total estimated construction costs including FF&E.
2. Includes incremental tenant allowances and cost of the podium for the
Palazzo condominium tower.
3. Includes high-rise portion of the Palazzo condominium tower.
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, thereunto duly authorized.
Dated: April 17, 2007
LAS VEGAS SANDS CORP.
By: /s/ Robert P. Rozek
-------------------------
Name: Robert P. Rozek
Title: Senior Vice President and
Chief Financial Officer