-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I3aWr0EKppxU5C9x9KciKmmUwipM92uldNbsxaxuS6QXGhNYxieybYTY4QdG8mEm LYg7pKygNflm5ky6htyJZg== 0000950142-05-000529.txt : 20050223 0000950142-05-000529.hdr.sgml : 20050223 20050223123136 ACCESSION NUMBER: 0000950142-05-000529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS SANDS CORP CENTRAL INDEX KEY: 0001300514 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270099920 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32373 FILM NUMBER: 05633499 BUSINESS ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 414-1000 MAIL ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 form8k-lsvc_022205.txt CURRENT REPORT 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): February 22, 2005 LAS VEGAS SANDS, CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 00132373 27-0099920 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA 89109 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 414-1000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (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)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. AMENDED AND RESTATED CREDIT AGREEMENT On February 22, 2005, two subsidiaries of Las Vegas Sands Corp. ("LVSC"), Las Vegas Sands, Inc. ("LVSI") and its wholly-owned subsidiary, Venetian Casino Resort, LLC ("Venetian" and, collectively, the "Borrowers"), entered into an amended and restated credit agreement (the "Amended Credit Agreement") governing their amended $1.620 billion senior secured credit facility with Goldman Sachs Credit Partners L.P., as syndication agent, joint lead arranger and joint lead bookrunner, The Bank of Nova Scotia, as administrative agent, joint lead arranger and joint lead bookrunner, certain lenders and Wells Fargo Foothill, Inc., The CIT Group\Equipment Financing, Inc. and Commerzbank AG, as Documentation Agents. The amended credit facility consists of a $970 million funded term loan, a $200 million delayed-draw term loan available until August 20, 2005 and a $450 million revolving credit facility. The amended credit facility also contains revised covenants to provide greater flexibility. The funded term loan was drawn at closing and provided the Borrowers $970 million in proceeds. These proceeds, along with the net proceeds from LVSC's recently completed senior note offering and cash on hand, were used to repay term indebtedness under the prior secured credit facility, repurchase $542 million principal amount of the Borrowers' 11% mortgage notes in their previously announced tender offer, and to pay related tender offer premiums, and accrued and unpaid interest on the tendered notes and fees and expenses. The indebtedness under the amended credit facility is guaranteed by certain of the Borrowers' domestic subsidiaries (the "Guarantors"). The Borrowers' obligations under the amended credit facility and the guarantees of the Guarantors are secured by a first-priority security interest in substantially all of the Borrowers' and Guarantors' assets, other than capital stock. Borrowings under the term loan facilities and revolving loan facilities bear interest, at the Borrowers' option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a spread of 1.75% of or 0.75%, respectively, which spreads shall be decreased by 0.25% if the loans achieve a rating of Ba2 or higher by Moody's and BB or higher by S&P subject to certain additional conditions. The amended credit facility contains affirmative, negative and financial covenants customary for such financings. The amended credit facility also requires the Borrowers to maintain the following financial ratios as of the last day of each fiscal quarter: o minimum ratio of consolidated adjusted EBITDA to consolidated interest expense of not less than 1.5 to 1.0 until the last day of the fiscal quarter in which construction of the Palazzo Casino Resort Hotel is substantially complete, increasing thereafter as provided in the credit facility; o maximum ratio of consolidated total debt outstanding, including certain debt of LVSC guaranteed by the Borrowers, to consolidated adjusted EBITDA of not more than 7.25 to 1.0 until the last day of the fiscal quarter in which construction of the Palazzo is substantially complete, decreasing thereafter as provided in the amended credit facility; o minimum consolidated net worth to be not less than $410.0 million plus 85% of consolidated net income of the Borrowers and Guarantors for all fiscal quarters; 2 o maximum consolidated capital expenditures (excluding certain Palazzo- related construction costs) for the periods from February 22, 2005 until December 31, 2005 of not more than $80.0 million, plus carry-forward of unused amounts from prior years, decreasing in fiscal years thereafter as set forth in the amended credit facility. The amended credit facility contains 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; certain ERISA events; 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 allow for grace periods and materiality concepts. The Bank of Nova Scotia and Goldman Sachs Credit Partners L.P. and their respective affiliates have performed investment banking, financial advisory, lending and/or commercial banking services for the Borrowers and their affiliates from time to time, for which they have received customary compensation, and may do so in the future. 6.375% SENIOR NOTES OF LVSC In accordance with the conditions of the previously disclosed offering by LVSC of 6.375% senior notes due 2015, the net proceeds of such offering were released from escrow to LVSC. Simultaneously with such release, a supplemental indenture to the indenture governing the senior notes was executed by LVSC, certain of its domestic subsidiaries and the indenture trustee. Under the supplemental indenture, the notes were jointly and severally guaranteed on a senior unsecured basis by certain of LVSC's existing domestic subsidiaries (including the Borrowers). 11% MORTGAGE NOTES OF THE BORROWERS The Borrowers accepted for payment and purchased $542.3 million principal amount of the 11% mortgage notes that were tendered in the Borrowers' previously announced tender offer prior to the consent time. The total consideration paid to the tendering holders was $1,166.56 per $1000 principal amount of 11% mortgage notes (including a consent payment of $30 per $1000 principal amount of 11% mortgage notes). As a result, the amendments to the indenture governing the mortgage notes became operative and substantially all of the restrictive covenants and certain of the events of default were removed from the indenture governing the mortgage notes. The tender offer for the 11% mortgage notes remains open and is scheduled to expire at 12 midnight New York City time, on March 1, 2005. Holders of 11% mortgage notes who tender their notes after the consent time will not receive the consent payment. The Borrowers also have called the remaining outstanding 11% mortgage notes for redemption at a price equal to 100% of the principal amount thereof plus a make-whole premium as determined in accordance with the indenture governing the 11% mortgage notes and, to the extent not included in the make-whole premium, accrued interest. 3 INTEREST EXPENSE SAVINGS AND CHARGES LVSC expects to realize reductions in interest expense as a result of these transactions. As a result of these transactions, LVSC estimates it will achieve approximately $63 million in pre-tax interest savings in 2005 (estimated to be approximately $72 million on an annualized basis) based upon an applicable LIBOR rate of 2.59 percent. The estimated savings includes the effect of the expected savings of approximately $31 million for 2005 (approximately $33 million on an annualized basis) previously announced in connection with the Borrowers' February 1, 2005 redemption of approximately $291 million principal amount of 11% mortgage notes (the "Equity Clawback"). The Equity Clawback savings amounts include approximately $1 million each of amortization of previously deferred offering costs. These transactions are expected to result in a pre-tax charge to net income resulting from loss on early retirement of indebtedness of approximately $133 million in the first quarter of 2005. This estimated charge includes the approximately $39 million charge previously announced in connection with the Equity Clawback. FORWARD LOOKING STATEMENTS Certain statements made in this Form 8-K are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "will be," "will continue," "will likely result," "is subject to," or similar words or phrases. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by LVSC with the Securities and Exchange Commission, including in its Forms 10-K and 10-Q. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the business of LVSC or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT. The information under "Amended and Restated Credit Agreement" and "6.375% Senior Notes of LVSC" under Item 1.01 above is hereby deemed filed under Item 2.03 as well. ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS The information under "11% Mortgage Notes of the Borrowers" under Item 1.01 above is hereby deemed filed under Item 3.03 as well. 4 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit 4.1 First Supplemental Indenture, dated as of February 22, 2005, by and among LVSC, the guarantors named therein and U.S. Bank National Association as trustee to the Indenture dated as of February 10, 2005 relating to the 6.375% senior notes due 2015 of LVSC. 5 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: February 23, 2005 LAS VEGAS SANDS CORP. By: /s/ Bradley K. Serwin ----------------------------------- Name: Bradley K. Serwin Title: General Counsel and Secretary 6 INDEX TO EXHIBITS ----------------- EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 First Supplemental Indenture, dated as of February 22, 2005, by and among LVSC, the guarantors named therein and U.S. Bank National Association as trustee to the Indenture dated as of February 10, 2005 relating to the 6.375% senior notes due 2015 of LVSC. EX-4 2 ex4_1form8klsvc-lvsc022205.txt EXHIBIT 4.1 EXHIBIT 4.1 ----------- SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of February 22, 2005, among Las Vegas Sands, Inc., Venetian Casino Resort, LLC, Mall Intermediate Holding Company, LLC, Lido Intermediate Holding Company, LLC, Lido Casino Resort, LLC, Venetian Venture Development, LLC, Venetian Operating Company LLC, Venetian Marketing, Inc. and Venetian Transport LLC (each, a "GUARANTEEING SUBSIDIARY"), Las Vegas Sands Corp. (the "COMPANY") and U.S. Bank National Association, as trustee under the Indenture referred to below (the "TRUSTEE"). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "INDENTURE"), dated as of February 10, 2005 providing for the issuance of 6.375% Senior Notes due 2015 (the "NOTES"); WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "SUBSIDIARY GUARANTEE"); and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof and agrees to be bound as a Guarantor under the Indenture. 4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, member, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Subsidiary Guarantees. Such waiver shall not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 5. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF NEVADA LAW, INCLUDING THE NEVADA GAMING CONTROL ACT AND THE REGULATIONS PROMULGATED THEREUNDER. 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. LAS VEGAS SANDS, INC. By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary VENETIAN CASINO RESORT, LLC By: Las Vegas Sands, Inc., as Managing Member By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary MALL INTERMEDIATE HOLDING COMPANY, LLC By: Venetian Casino Resort, LLC, as Member By: Las Vegas Sands, Inc., as Managing Member By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary LIDO INTERMEDIATE HOLDING COMPANY, LLC By: Venetian Casino Resort, LLC, as Member By: Las Vegas Sands, Inc., as Managing Member By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary LIDO CASINO RESORT, LLC By: Lido Intermediate Holding Company, LLC, as Member By: Venetian Casino Resort, LLC, as Member By: Las Vegas Sands, Inc., as Managing Member By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary VENETIAN VENTURE DEVELOPMENT, LLC By: Venetian Casino Resort, LLC, as Member By: Las Vegas Sands, Inc., as Managing Member By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary VENETIAN OPERATING COMPANY LLC By: Venetian Casino Resort, LLC, as Member By: Las Vegas Sands, Inc., as Managing Member By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary VENETIAN MARKETING, INC. By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary VENETIAN TRANSPORT LLC By: Las Vegas Sands, Inc., as Managing Member By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary LAS VEGAS SANDS CORP. By: /s/ Bradley K. Serwin -------------------------- Name: Bradley K. Serwin Title: Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard H. Prokosch -------------------------- Name: Richard H. Prokosch Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----