SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 15, 2008
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
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NEVADA
(State or other jurisdiction
of incorporation)
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001-32373
(Commission File Number)
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27-0099920
(IRS Employer
Identification No.) |
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3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA
(Address of principal executive offices)
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89109
(Zip Code) |
Registrant’s telephone number, including area code: (702) 414-1000
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box 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):
o Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 1.02 |
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Termination of a Material Definitive Agreement. |
On January 15, 2008, in connection with the initial funding under the New Facility Agreement
described below, Las Vegas Sands Corp. (“LVSC”) and its subsidiary, Marina Bay Sands Pte. Ltd.
(“MBS”), terminated their respective obligations under (i) the Purchase Agreement, dated as of
August 18, 2006 (the “Purchase Agreement”), among MBS; LVSC; Goldman Sachs (Singapore) Pte.
(“GSSP”) and DBS Bank Ltd. (“DBS”), as lead managers; Goldman Sachs International, Lehman Brothers
Commercial Corporation Asia Limited, Citicorp Investment Bank (Singapore) Ltd., Merrill Lynch
Capital Corporation and Morgan Stanley Bank, as joint book-running managers and initial purchasers;
and DBS, as funding agent, governing MBS’ SGD $1,104,040,000 floating rate notes facility; (ii) the
Facility Agreement, dated as of August 18, 2006 (the “Existing Facility Agreement”), among MBS;
GSSP and DBS, as coordinators; GSSP, DBS, UOB and OCBC, as mandated lead arrangers; DBS, UOB and
OCBC, as original lenders; and DBS, as agent and security trustee, governing MBS’ SGD
$1,104,040,000 existing bank loan facility; and (iii) all related security agreements. Each of
these agreements was terminated and discharged in accordance with its terms. For descriptions of
the material terms of the Purchase Agreement and the Existing Facility Agreement and the material
relationships among LVSC, MBS and the financial institutions party to the Purchase Agreement and
Existing Facility Agreement, please see the descriptions thereof contained in LVSC’s Report on Form
8-K filed on August 24, 2006, pursuant to Item 1.01, under the heading “Floating Rate Notes
Facility and Term Loan Facility,” which are incorporated herein by reference.
On January 15, 2008, MBS completed its initial funding of
SGD$2,000,000,0001 at an initial interest rate of approximately 3.6% (inclusive
of the applicable margin of 2.25%) for the first 30 days under Facility A of the Facility
Agreement, dated as of December 28, 2007 (the “New Facility Agreement”), among MBS; Goldman Sachs
Foreign Exchange (Singapore) Pte. (“GS”), DBS, UOB, and OCBC, as coordinators; GS, DBS, UOB, OCBC,
Citigroup Global Markets Asia Limited, Lehman Brothers Finance Asia Pte. Ltd., Merrill Lynch
International Bank Ltd. (Merchant Bank), Sumitomo Mitsui Banking Corporation, Malayan Banking
Berhad, Standard Chartered Bank, The Royal Bank of Scotland plc, Singapore Branch, Calyon, and The
Bank of Nova Scotia Asia Limited, as mandated lead arrangers; and DBS, as agent, technical bank and
security trustee. For a description of the material terms of the New Facility Agreement, please
see the description thereof contained in LVSC’s Report on Form 8-K filed on January 4, 2008,
pursuant to item 1.01, under the heading “SGD$5,442,604,530 Facility Agreement,” which is
incorporated herein by reference.
MBS used the initial funding under the New Facility Agreement of SGD$2,000,000,000 plus the
initial equity contribution by LVSC to MBS of SGD$800,000,000 to (i) repay SGD$1,918,165,178 in
aggregate principal, accrued interest and other amounts payable with respect to the Purchase
Agreement and the Existing Facility Agreement described in Item 1.02 above; and (ii) pay fees,
costs and expenses relating to entering into the New Facility Agreement. The remaining net
proceeds of the New Facility Agreement, together with the pro rata contributions required from LVSC
or its subsidiaries under the terms of the New Facility Agreement, will be used to, among other
things, fund the costs and expenses of the Marina Bay Sands integrated resort project (the “IR
Project”) in Singapore, including, but not limited to, design, development, construction, equipping
and pre-opening costs and expenses, and the general working capital requirements and general corporate purposes of MBS related to the IR
Project.
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SGD $ means Singapore dollar. On January 15,
2008, US$1.00 is approximately SGD $1.43. |