01—Abstract
Summary
Summary of the 8-K filed February 24, 2025. Cited figures are marked; the original filing is the authoritative source.
On February 21, 2025, Marina Bay Sands Pte.
Ltd. ("MBS" or the "Borrower"), a subsidiary of Las Vegas Sands Corp. ("LVSC"), entered into a Facility Agreement (the "2025 Singapore Credit Facility Agreement") with lenders and DBS Bank Ltd. as agent and security trustee. The facilities comprise a SGD 3.75 billion term loan (approximately $2.81 billiona), a SGD 750 million revolving credit facility (approximately $561 million), and a SGD 7.5 billion delayed draw term loan facility (approximately $5.61 billion), with amounts stated at exchange rates in effect on February 21, 2025. The term loan proceeds and revolver may refinance existing indebtedness, pay fees and interest, fund dividends and support general corporate purposes, while delayed draw proceeds are restricted to development and construction costs of the MBS Expansion Project.
The facilities are secured by a first-priority security interest in substantially all of the Borrower's assets, excluding capital stock and certain third-party-financed furniture, fixtures, fittings and equipment. Borrowings bear interest at Compounded Singapore Overnight Rate Average plus a variable margin tied to the Borrower's Debt to Consolidated Adjusted EBITDA ratio. The Term Loan Facility, Revolving Facility and Delayed Draw Term Loan Facility mature 84, 78 and 84 months, respectively, from the Closing Date, and the agreement includes maximum leverage, minimum interest coverage and positive net worth covenants, along with customary events of default.
Separately, on February 18, 2025, the Borrower notified DBS Bank Ltd. of its intent to voluntarily prepay all outstanding indebtedness under its 2012 Singapore Credit Agreement, with the prepayment conditioned on receipt of proceeds from the new facilities. The filing also attaches the facility agreement as Exhibit 10.1, with certain schedules omitted under Item 601(a)(5) of Regulation S-K.
02—Key points
Key Highlights
- New SGD 3.75 billion term loan (approximately $2.81 billion) and SGD 750 million revolver (approximately $561 million) for MBS, with term loan available for 30 days after the Execution Date
- SGD 7.5 billion delayed draw term loan (approximately $5.61 billion) restricted to financing the MBS Expansion Project's development and construction costs
- Revolver and term loan proceeds may refinance existing debt, pay fees and interest, make dividend payments and fund general corporate purposes
- Facilities are secured by a first-priority interest in substantially all MBS assets, excluding capital stock and certain third-party-financed FF&E
- Interest is based on Compounded Singapore Overnight Rate Average plus a margin tied to the Debt to Consolidated Adjusted EBITDA ratio; standby fees on undrawn amounts equal 35% or 40% of the margin
- Financial covenants include maximum Debt to Consolidated Adjusted EBITDA, minimum Consolidated Adjusted EBITDA to Consolidated Total Interest Expense, and positive Consolidated Net Worth
- Borrower gave DBS notice on February 18, 2025 of intent to voluntarily prepay its 2012 Singapore Credit Agreement, conditioned on receipt of the new facility proceeds
03—Questions
Frequently Asked Questions
What new borrowing capacity did Marina Bay Sands obtain?
The 2025 Singapore Credit Facility Agreement provides a SGD 3.75 billion term loan (approximately $2.81 billion), a SGD 750 million revolving credit facility (approximately $561 million), and a SGD 7.5 billion delayed draw term loan facility (approximately $5.61 billion), with dollar amounts stated at February 21, 2025 exchange rates.
How can the new loan proceeds be used?
Term loan and revolving facility proceeds may refinance existing indebtedness, pay certain fees, expenses and accrued interest, make dividend payments, and fund general corporate purposes. Delayed draw term loan proceeds may only finance development and construction costs, expenses, fees and other payments related to the MBS Expansion Project.
When do the facilities mature?
The Term Loan Facility, Revolving Facility and Delayed Draw Term Loan Facility mature 84 months, 78 months and 84 months, respectively, from the Closing Date. The Closing Date is defined as 77 months after the first drawdown under the Facilities for the revolver, with other availability windows tied to specific dates.
What is the collateral and what covenants apply?
The obligations are secured by a first-priority security interest in substantially all of the Borrower's assets, other than capital stock and similar ownership interests, certain third-party-financed FF&E, and certain other excluded assets. The Borrower must maintain a maximum Debt to Consolidated Adjusted EBITDA ratio, a minimum Consolidated Adjusted EBITDA to Consolidated Total Interest Expense ratio, and a positive Consolidated Net Worth.
What happens to the existing Singapore credit agreement?
On February 18, 2025, the Borrower notified DBS Bank Ltd. of its intent to voluntarily prepay all outstanding indebtedness under the 2012 Singapore Credit Agreement. The prepayment is conditioned upon the Borrower receiving proceeds from the Facilities under the 2025 Singapore Credit Facility Agreement.
04—Continue