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UNITED STATES
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): DECEMBER 2, 2005
LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
001-32373 27-0099920
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(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
(702) 414-1000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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))
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ITEM 7.01 REGULATION FD DISCLOSURE.
VENETIAN MACAO LIMITED CREDIT FACILITY
Venetian Macau Limited ("VML"), a subsidiary of Las Vegas Sands
Corp. ("LVSC"), announced that it has commenced marketing of a $2.5 billion
senior secured credit facility, which is expected to consist of a $1.2 billion
funded term loan, a $700 million delayed draw term loan, a $100 million local
currency term loan and a $500 million revolving credit facility.
The proceeds of the senior secured credit facility will be used to
fund the design, development, construction and pre-opening costs for LVSC's
development projects in Macao, including The Venetian Macao Resort-Hotel-Casino
and other projects on the Cotai Strip(TM), and to pay related fees and expenses.
The borrower under the senior secured credit facility is expected to
be a newly formed Delaware limited liability company (the "Borrower"). The
indebtedness under the senior secured credit facility will be guaranteed by VML,
Venetian Cotai Limited and certain other Macao subsidiaries (the "Guarantors").
The Borrower's obligations under the senior secured credit facility and the
guarantees of the Guarantors will be secured by a first-priority security
interest in substantially all of the Borrower's and Guarantors' assets, other
than capital stock, assets securing permitted furniture, fixture and equipment
financings, VML's Macao gaming concession contract and certain other assets.
Borrowings under the senior secured credit facility will bear
interest, at the Borrower's option, at either an adjusted Eurodollar rate (or,
in the case of the local currency term loan, adjusted HIBOR) 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 and the local currency term loan are
expected to have a five year maturity. The delayed draw term loan and the funded
term loan are expected to mature in six and seven years, respectively. The
senior secured credit facility will be subject to nominal amortization.
LVSC expects the new credit facility to require the Borrower to make
mandatory prepayments of the loans with certain funds, including:
o the proceeds of asset sales, subject to certain reinvestment rights;
o insurance proceeds, subject to certain reinvestment rights;
o indebtedness, except for indebtedness permitted under the credit
agreement; and
o a portion of excess cash flow, subject to certain timing and other
conditions.
The senior secured credit facility is expected to contain
affirmative and negative covenants customary for such financings, including
limitations on liens, indebtedness, investments, dividends and restricted
payments, and acquisitions and sales of assets. The senior secured credit
facility will also require the Borrower to comply with financial covenants,
including minimum EBITDA for a period of time and, thereafter, ratios of EBITDA
to interest expense and total indebtedness to EBITDA, as well as maximum capital
expenditures.
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 first
quarter of 2006 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
(including land premium payments for Venetian Macao and Four Seasons) for VML's
developments in Macao that are to be partially funded by the senior secured
credit facility.
THROUGH THIRD QUARTER OF 2007, WHEN PEAK BORROWING UNDER THE SENIOR SECURED
CREDIT FACILITY IS EXPECTED
($ in millions)
SOURCES OF FUNDS USES OF FUNDS
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Expenditures to Date as of 9/30/05 $ 224 Sands Macao Podium Expansion $ 95
Existing VML Excess Cash as of 9/30/05 122 Venetian Macao 2,185(1)
Sands Macao Projected Free Cash Flow
Allocated to Projects 693 Proposed Four Seasons 529(2)
Other Property Projected Free Cash Flow Investments in Unrestricted
Allocated to Projects 99 Subsidiaries of VML 496
Cotai Strip Infrastructure Costs 109(3)
Additional Cotai Strip Casino
Vacation Suites Payments 103 Projects Costs 10(4)
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TOTAL EQUITY RELATED $ 1,241 Additional Expenses(5) 263
Credit Facility Borrowings 2,448
FF&E Financing(6) 0
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TOTAL DEBT RELATED $ 2,448
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TOTAL SOURCES $ 3,688 TOTAL USES $3,688
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(1) Total budgeted expenditures (excluding land) of $2.3 billion through final
completion.
(2) Total budgeted expenditures (excluding land) of $590 million through final
completion.
(3) Total budgeted expenditures (excluding land) of $125 million through final
completion.
(4) Total budgeted expenditures (excluding land) of $295 million through final
completion.
(5) Includes interest during the construction period.
(6) VML is currently considering putting in place up to $350 million of
furniture, fixture and equipment financings.
VML also disclosed that it intends to borrow approximately $1.3
billion under the senior secured credit facility on the closing date of the
facility.
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: December 2, 2005
LAS VEGAS SANDS CORP.
By: /s/ Scott D. Henry
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Name: Scott D. Henry
Title: Senior Vice President and
Chief Financial Officer