01—Abstract
Summary
Summary of the 8-K filed May 16, 2024. Cited figures are marked; the original filing is the authoritative source.
On May 16, 2024, Las Vegas Sands Corp. completed an underwritten public offering of $1.75 billiona in senior unsecured notes, consisting of $750 million of 5.900% Senior Notes due 2027, $500 million of 6.000% Senior Notes due 2029, and $500 million of 6.200% Senior Notes due 2034.
The notes were issued under a base indenture dated July 31, 2019, as supplemented, and were sold pursuant to a prospectus dated November 3, 2023 and a prospectus supplement dated May 7, 2024, forming part of a Form S-3 shelf registration. The company intends to use the net proceeds from the offering and cash on hand to redeem in full the outstanding $1.75 billionb aggregate principal amount of its 3.200% Senior Notes due August 8, 2024. The notes are unsecured senior obligations ranking equally with the company's other unsecured and unsubordinated obligations, and none of the company's subsidiaries guarantee them.
The indenture contains covenants that limit the company and its subsidiaries' ability to incur liens, enter into sale and leaseback transactions, and consolidate, merge, or sell all or substantially all of its consolidated assets, along with customary events of default. The notes are subject to gaming-authority redemption requirements, and upon certain change of control triggering events the company must offer to repurchase them at 101%c of principal plus accrued interest.
02—Key points
Key Highlights
- Completed a $1.75 billion senior notes offering on May 16, 2024, across three tranches.
- $750 million of 5.900% Senior Notes due June 1, 2027, with interest payable semi-annually beginning December 1, 2024.
- $500 million of 6.000% Senior Notes due August 15, 2029, with interest payable semi-annually beginning February 15, 2025.
- $500 million of 6.200% Senior Notes due August 15, 2034, with interest payable semi-annually beginning February 15, 2025.
- Proceeds plus cash on hand are intended to fully redeem the outstanding $1.75 billion of 3.200% Senior Notes due August 8, 2024.
- Notes are unsecured senior obligations, not guaranteed by any subsidiaries, and rank equally with other unsecured, unsubordinated company obligations.
- Indenture covenants restrict liens, sale and leaseback transactions, and consolidations or sales of substantially all consolidated assets; change of control triggers a 101% repurchase offer.
03—Questions
Frequently Asked Questions
How much debt did Las Vegas Sands issue and what are the terms?
The company issued $1.75 billion in aggregate principal across three series: $750 million of 5.900% notes due June 1, 2027; $500 million of 6.000% notes due August 15, 2029; and $500 million of 6.200% notes due August 15, 2034.
What is the company going to do with the proceeds?
The company intends to use the net proceeds from the offering and cash on hand to redeem in full the outstanding $1.75 billion aggregate principal amount of its 3.200% Senior Notes due August 8, 2024.
Are the notes guaranteed or secured?
No. The notes are unsecured senior obligations of the company, and none of its subsidiaries will guarantee them. They rank equally with the company's other unsecured and unsubordinated obligations.
When can the company redeem the notes early?
Before the applicable Par Call Date (May 1, 2027 for the 2027 Notes, July 15, 2029 for the 2029 Notes, and May 15, 2034 for the 2034 Notes), the company may redeem at the greater of a make-whole price based on a specified discounted present value and 100% of principal, plus accrued and unpaid interest. On or after the Par Call Date, the notes may be redeemed at 100% of principal plus accrued and unpaid interest. The notes are also subject to gaming-authority redemption requirements.
What protections do noteholders have on a change of control?
Upon certain change of control triggering events, the company must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest to, but not including, the repurchase date.
04—Continue