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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): August 18, 2006
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
I. SINGAPORE DEVELOPMENT AGREEMENT AND RELATED AGREEMENTS
On August 23, 2006, Las Vegas Sands Corp. ("LVSC") issued a press
release announcing that its indirect wholly-owned subsidiary, Marina Bay Sands
Pte. Ltd. ("MBS"), has entered into a Development Agreement (the "Development
Agreement") with the Singapore Tourism Board ("STB") with respect to its
accepted proposal for an integrated resort project (the "IR Project") to be
located at Marina Bay, Singapore. Pursuant to the Development Agreement, MBS
will design, develop, construct and operate the IR Project to be called The
Marina Bay Sands(TM), in accordance with the terms and requirements set forth
in the Development Agreement. The Development Agreement requires MBS to invest
at least SGD$3,852,090,600(1) in the IR Project. The total investment is to be
allocated in specified amounts among the casino; the hotel; food and beverage
outlets; retail areas; meeting, convention and exhibition facilities; key
attractions; entertainment venues and public areas. This investment must be
made in full by the earlier of eight years from the date of the Development
Agreement or three years from the issuance of the casino license. In connection
with entering into the Development Agreement, MBS will enter into a 60-year
lease with the STB for the parcels of land underlying the proposed IR Project
site (the "Land") and has entered into an agreement with the Land Transport
Authority of Singapore for the provision of necessary infrastructure for rapid
transit systems and roadworks within and/or outside the proposed IR Project
site.
The Development Agreement contains, among other things, restrictions
limiting the use of the Land to the development and operation of the IR
Project; requirements that MBS obtain prior approval from the STB in order to
subdivide the hotel and retail components of the IR Project and prohibitions on
any such subdivision during an exclusivity period of approximately eleven years
from the signing of the Development Agreement. The Development Agreement also
contains provisions relating to the construction of the IR Project and
associated deadlines for substantial completion and opening; the location of
the casino on the IR Project site and casino licensing issues; insurance; and
limitations on MBS' ability to assign the lease or sub-lease any portion of the
Land during the exclusivity period. In addition, the Development Agreement
contains events of default, including among other things, the failure of MBS to
perform its obligations under the Development Agreement and events of
bankruptcy or dissolution.
Under the Development Agreement, MBS was required to make payments to
various governmental agencies in Singapore, including a SGD$1,200,000,000 land
premium payment to the Singapore Land Authority for the Land, a security
deposit of SGD$192,604,530 to the STB in the form of a banker's guarantee, a
SGD$7,800,000 contribution to the Urban Redevelopment Authority of Singapore
for an electrical substation, cadastral survey fees payable to the STB, stamp
duty on the Development Agreement and the reimbursement to the STB of legal and
professional fees and technical costs, in each case (other than with respect to
the stamp duty), exclusive of applicable goods and services tax on such
amounts. In order to obtain the funds necessary to make these payments and to
fund design and development costs related to The Marina Bay Sands IR Project,
LVSC and MBS obtained a floating rate notes facility and a term loan facility
in an aggregate principal amount of SGD$2,208,080,000 which are described in
greater detail below.
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(1) SGD$ means Singapore dollar. On August 15, 2006, US$1.00 equaled SGD$1.5772.
The press release is attached as Exhibit 99.1 to this current report
and is incorporated herein by reference.
II. FLOATING RATE NOTES FACILITY AND TERM LOAN FACILITY
FLOATING RATE NOTES FACILITY. On August 18, 2006, LVSC and MBS entered
into a Purchase Agreement (the "Purchase Agreement") governing MBS'
SGD$1,104,040,000 floating rate notes facility with Goldman Sachs (Singapore)
Pte. ("GSSP") and DBS Bank Ltd. ("DBS"), as lead managers, and 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. The floating rate notes facility consists of a funded
SGD$788,600,000 facility and a SGD$315,440,000 delayed draw facility, of which
SGD$59,145,000 may be used solely to fund accrued interest on amounts
outstanding under the floating rate notes facility. The indebtedness of MBS
under the floating rate notes facility is guaranteed by LVSC on an unsecured
basis. The floating rate notes facility has been structured so that the
floating rate notes issued thereunder satisfy the requirements of "qualifying
debt securities" under the Singapore Income Tax Act (Chapter 134).
The funded SGD$788,600,000 facility was drawn at the closing on August
22, 2006. A portion of these proceeds were used to make certain payments
associated with MBS' agreements with and obligations to the STB and other
agencies in Singapore under the Development Agreement in connection with The
Marina Bay Sands IR Project. Specifically, a portion of the net proceeds were
used to pay a portion of the balance of the land premium payment owing to the
Singapore Land Authority under the Development Agreement with the STB described
above, to pay stamp duty tax on the the Development Agreement and goods and
services tax payable on the land premium payment, to make a contribution
payment to the Urban Redevelopment Authority in Singapore for the provision of
an electrical substation at the proposed site for The Marina Bay Sands IR
Project, to pay cadastral survey, technical, legal and professional fees
payable to the STB, to repay certain loans or advances previously made by LVSC
and its subsidiaries to MBS and to pay certain fees and expenses related to the
floating rate notes facility and the term loan facility described below.
TERM LOAN FACILITY. On August 18, 2006, MBS also entered into a
Facility Agreement (the "Facility Agreement") governing its SGD$1,104,040,000
term loan facility with GSSP and DBS, as coordinators; GSSP, DBS, UOB Asia
Limited ("UOB") and Oversea-Chinese Banking Corporation Limited ("OCBC"), as
mandated lead arrangers; DBS, UOB and OCBC, as original lenders; and DBS, as
agent and security trustee. The term loan facility consists of a Facility A in
the amount of SGD$852,229,570, of which SGD$256,234,100 is available on a
delayed draw basis, a Facility B in the amount SGD$59,145,000, all of which is
available on a delayed draw basis and which may be used solely to fund accrued
interest on amounts outstanding under the term loan facility, and a Facility C
in the amount of SGD$192,604,530 to provide bank guarantees in favor of the STB
on behalf of MBS' obligation to provide a security deposit under the
Development Agreement. The obligations of MBS under the term loan facility are
secured by a first-priority security interest in substantially all of MBS'
assets, other than capital stock and certain other assets.
Under Facility A of the term loan facility, SGD$595,995,470 was drawn
at the closing on August 22, 2006. The full SGD$192,604,530 was drawn under
Facility C of the term loan facility to provide the bank guarantees described
above to the STB on August 23, 2006. The net proceeds from the funded Facility
A were used to pay a portion of the balance of the land premium payment owing
to the Singapore Land Authority under the Development Agreement, to pay fees
related to the bank guarantees provided under Facility C of the term loan
facility for the security deposit to the STB and to pay certain fees to DBS in
its capacity as agent and security trustee under the Facility Agreement and as
funding agent under the Purchase Agreement.
GENERAL. Borrowings under the floating rate notes facility and the
term loan facility bear interest at the Singapore SWAP Offer Rate plus a spread
of 1.35% per annum during the first twelve months that amounts are outstanding
under the facilities and a spread of 1.60% per annum during the second twelve
months that amounts are outstanding under the facilities. MBS will also pay a
standby interest fee of 0.375% per annum on the undrawn amounts under both the
floating rate notes facility and the term loan facility.
Both the floating rate notes facility and the term loan facility have
a two year maturity, and the aggregate amounts outstanding under both
facilities mature in full on August 22, 2008.
Amounts drawn under the floating rate notes facility and the term loan
facility on a delayed draw basis are required to be drawn pro rata between the
two facilities.
Both the floating rate notes facility and the term loan facility
require MBS to redeem or prepay all outstanding floating rate notes and term
loan amounts, respectively, in full at par, without premium or penalty, with
the cash proceeds from certain issuances of equity securities by MBS or certain
equity contributions to MBS from any direct or indirect parent, which cash
proceeds are used in connection with the design, development and construction
of The Marina Bay Sands IR Project. MBS is also required to redeem and prepay,
respectively, all outstanding floating rate notes and term loan amounts upon a
change of control. However, MBS is not required to redeem floating rate notes
or prepay term loans with equity contributions or subordinated loans from a
direct or indirect parent company the proceeds of which are:
o received by MBS within 18 months from August 18, 2006 in an
amount not to exceed SGD$552,020,000;
o used to redeem floating rate notes and/or prepay term loans held
by purchasers or lenders, respectively, under certain
circumstances; or
o used to pay accrued but unpaid interest on outstanding floating
rate notes or term loan amounts.
MBS is permitted, at its option, to redeem or prepay all or a portion
of the outstanding floating rate or term loan amounts, respectively, at par,
without premium or penalty, under certain circumstances.
The floating rate notes facility and the term loan facility contain
customary affirmative and negative covenants, including, but not limited to,
limitations on liens, indebtedness, investments, acquisitions and asset sales,
restricted payments, affiliate transactions and use of proceeds from each such
facility, as well as requirements to comply with applicable law and maintain
adequate insurance.
The floating rate notes facility and the term loan facility contain
customary events of defaults, including, but not limited to, nonpayment of
principal when due, failing to pay interest, fees or other amounts within five
days after such amounts are due, violation of covenants, failure of any
representation or warranty to be true and correct in all material respects when
made, certain cross-defaults, insolvency and other bankruptcy events, material
judgments, actual or asserted invalidity of the guarantee under the Purchase
Agreement or the security documents under the Facility Agreement, a repudiation
by MBS of its obligations under the Purchase Agreement and the Facility
Agreement, a nationalization of The Marina Bay Sands IR Project, a
qualification of the audited financial statements of MBS or LVSC, any event of
default under the Development Agreement and certain negative events with
respect to The Marina Bay Sands IR Project, including, but not limited to, the
Development Agreement being terminated, the lease for the Land being terminated
or the casino license not being awarded in accordance with the Development
Agreement.
Goldman Sachs International, Lehman Brothers Commercial Corporation
Asia Limited, Citicorp. Investment Bank (Singapore) Ltd., Merrill Lynch Capital
Corporation, Morgan Stanley Bank, DBS Bank Ltd. and their respective affiliates
have performed investment banking, financial advisory, lending and/or
commercial banking services for LVSC and/or MBS and their respective affiliates
from time to time, for which they have received customary compensation for such
services, and may continue to do so in the future.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 under the caption "Floating
Rate Notes Facility and Term Loan Facility" is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release issued by Las Vegas Sands Corp., dated August 23, 2006.
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: August 24, 2006
LAS VEGAS SANDS CORP.
By: /s/ Scott D. Henry
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Name: Scott D. Henry
Title: Senior Vice President, Finance
INDEX TO EXHIBITS
99.1 Press Release issued by Las Vegas Sands Corp., dated August 23, 2006.