XML 21 R9.htm IDEA: XBRL DOCUMENT v3.24.2
Long-Term Debt
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Long-term Debt Long-Term Debt
Long-term debt consists of the following:
June 30,
2024		December 31,
2023
(In millions)
Corporate and U.S. Related(1):
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $2)
$— $1,748 
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $1)
499 499 
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)
996 995 
5.900% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $6)
744 — 
6.000% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $5)
495 — 
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $5 and $6, respectively)
745 744 
6.200% Senior Notes due 2034 (net of unamortized original issue discount and deferred financing costs of $5)
495 — 
Macao Related(1):
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $3 and $4, respectively)
1,622 1,796 
3.800% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $3 and $4, respectively)
797 796 
2.300% Senior Notes due 2027 (net of unamortized original issue discount and deferred financing costs of $4 and $5, respectively)
696 695 
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $10 and $11, respectively)
1,890 1,889 
2.850% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $5)
645 645 
4.375% Senior Notes due 2030 (net of unamortized original issue discount and deferred financing costs of $6 and $7, respectively)
694 693 
3.250% Senior Notes due 2031 (net of unamortized original issue discount and deferred financing costs of $5)
595 595 
Other(2)
16 19 
Singapore Related(1):
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $18 and $24, respectively)
2,761 2,867 
2012 Singapore Delayed Draw Term Facility46 47 
Other2 1 
13,738 14,029 
Less — current maturities(930)(1,900)
Total long-term debt$12,808 $12,129 
____________________
(1)Unamortized deferred financing costs of $49 million and $59 million as of June 30, 2024 and December 31, 2023, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility, are included in “Other assets, net,” and “Prepaid expenses and other” in the accompanying condensed consolidated balance sheets.
(2)Includes finance leases related to Macao of $16 million and $18 million as of June 30, 2024 and December 31, 2023, respectively.
LVSC Senior Notes
On May 16, 2024, LVSC issued, in an underwritten public offering, three series of senior unsecured notes in an aggregate principal amount of $1.75 billion, consisting of $750 million of 5.900% Senior Notes due June 1, 2027 (the “2027 LVSC Senior Notes”), $500 million of 6.000% Senior Notes due August 15, 2029 (the “2029 LVSC Senior Notes”) and $500 million of 6.200% Senior Notes due August 15, 2034 (the “2034 LVSC Senior Notes” and, together with the 2027 LVSC Senior Notes and the 2029 LVSC Senior Notes, the “LVSC Senior Notes”). There are no interim principal payments on the LVSC Senior Notes and interest is payable semi-annually in arrears on December 1 and June 1, commencing on December 1, 2024, with respect to the 2027 LVSC Senior Notes and on February 15 and August 15, commencing on February 15, 2025, with respect to the 2029 LVSC Senior Notes and the 2034 LVSC Senior Notes.
The LVSC Senior Notes are senior unsecured obligations of LVSC. Each series of LVSC Senior Notes rank equally in right of payment with all of LVSC’s other unsecured and unsubordinated obligations, if any. None of LVSC’s subsidiaries guarantee the LVSC Senior Notes.
The LVSC Senior Notes were issued pursuant to supplemental indentures, dated May 16, 2024 (the “Supplemental Indentures”), between LVSC and U.S. Bank Trust Company, National Association, as trustee. The Supplemental Indentures contain covenants, subject to customary exceptions and qualifications, that limit the ability of LVSC and its subsidiaries to, among other things, incur liens, enter into sale and leaseback transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets on a consolidated basis. The Supplemental Indentures also provide for customary events of default.
The net proceeds from the offering and cash on hand were used to redeem in full the outstanding principal amount of the $1.75 billion 3.200% Senior Notes due August 8, 2024 (the “2024 LVSC Senior Notes”) and any accrued interest. As a result, the Company recorded a $1 million loss on early retirement of debt during the three months ended June 30, 2024.
LVSC Revolving Facility
On April 3, 2024, LVSC entered into a new revolving credit agreement, as further described below, and upon entering into the new agreement, the then-existing LVSC Revolving Credit Agreement was terminated.
2024 LVSC Revolving Facility
On April 3, 2024, LVSC entered into a revolving credit agreement with the arrangers and lenders named therein and The Bank of Nova Scotia, as administrative agent for the lenders (the “2024 LVSC Revolving Credit Agreement”), pursuant to which the lenders provided unsecured, revolving credit commitments to LVSC in an aggregate principal amount of $1.50 billion (the “2024 LVSC Revolving Facility”), which are available until April 3, 2029, and include a $150 million sub-facility for letters of credit. LVSC may utilize the proceeds of the loans for general corporate purposes and working capital requirements of LVSC and its subsidiaries and any other purpose not prohibited by the 2024 LVSC Revolving Credit Agreement. As of June 30, 2024, the Company had $1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit.
The loans made under the 2024 LVSC Revolving Credit Agreement will bear interest at either, at LVSC’s option, (x) an adjusted SOFR rate, plus an applicable margin ranging from 1.125% to 1.550% per annum, or (y) at an alternate base rate, plus an applicable margin ranging from 0.125% to 0.550% per annum, in each case, depending on LVSC’s corporate family credit rating. Under the 2024 LVSC Revolving Credit Agreement, LVSC must pay a commitment fee quarterly in arrears on the undrawn portion of the revolving commitments, which commitment fee ranges from 0.125% to 0.250% per annum, depending on LVSC’s corporate family credit rating.
The 2024 LVSC Revolving Credit Agreement contains customary affirmative and negative covenants, in each case, subject to customary exceptions and thresholds, including a financial covenant limiting LVSC and its Restricted Subsidiaries (as defined in the agreement) to a maximum consolidated net leverage ratio of 4.0x as of the last day of each fiscal quarter. The negative covenants include, among other things, limitations on (i) the incurrence
of liens on the assets of LVSC and its Restricted Subsidiaries, (ii) the incurrence of indebtedness by the Restricted Subsidiaries, (iii) the merger, consolidation or liquidation of LVSC or the sale of all or substantially all of LVSC’s assets and (iv) investments in subsidiaries of LVSC that are not Restricted Subsidiaries.
The 2024 LVSC Revolving Credit Agreement also contains customary events of default, including payment defaults, cross defaults to material debt, bankruptcy and insolvency, breaches of covenants and inaccuracy of representations and warranties, in each case subject to customary grace periods. In the case of a continuing event of default, the majority of lenders would be entitled to exercise various remedies, including the termination of any unused commitments and acceleration of any then-outstanding amounts due under the 2024 LVSC Revolving Credit Agreement.
SCL Senior Notes
During the three months ended June 30, 2024, Sands China Ltd. (“SCL”) repurchased $175 million of the outstanding principal amount of $1.80 billion of its 5.125% Senior Notes due August 8, 2025 (“2025 SCL Senior Notes”), resulting in a gain on early retirement of debt of approximately $1 million. As of June 30, 2024, the 2025 SCL Senior Notes had a remaining aggregate principal amount of $1.63 billion.
On February 1, 2024, Fitch upgraded the credit rating for the Company and SCL to BBB-. As a result of the upgrade, the coupon on each series of the outstanding SCL senior notes decreased by 0.25% per annum effective on the first interest payment date after February 1, 2024.
2018 SCL Credit Facility
As of June 30, 2024, SCL had $2.50 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar (“HKD”) commitments of HKD 17.63 billion (approximately $2.26 billion at exchange rates in effect on June 30, 2024) and U.S. dollar commitments of $237 million.
2012 Singapore Credit Facility
As of June 30, 2024, MBS had SGD 589 million (approximately $433 million at exchange rates in effect on June 30, 2024) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee for SGD 153 million (approximately $113 million at exchange rates in effect on June 30, 2024) pursuant to the Second Development Agreement.
As of June 30, 2024, there was SGD 3.69 billion (approximately $2.71 billion at exchange rates in effect on June 30, 2024) left of total borrowing capacity, which is only available to be drawn under the Singapore Delayed Draw Term Facility after the construction cost estimate and construction schedule for the MBS Expansion Project are delivered to lenders. The Company does not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to the lenders.
Debt Covenant Compliance
As of June 30, 2024, management believes the Company was in compliance with all debt covenants.
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and finance lease obligations are as follows:
Six Months Ended
June 30,
20242023
(In millions)
Proceeds from LVSC Senior Notes$1,748 $— 
$1,748 $— 
Repayment on 2024 LVSC Senior Notes
$(1,750)$— 
Repurchase of 2025 SCL Senior Notes
(174)— 
Repayments on 2018 SCL Credit Facility— (1,198)
Repayments on 2012 Singapore Credit Facility(31)(31)
Repayments on Other Long-Term Debt(5)(58)
$(1,960)$(1,287)