-----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, RZuSegYvUkeOnr/auPg+dbSjFI8pdTkiejVkqdLS+IR9pyjwFjvSb98hAh4K1+Wb ntJjq6ioLdsLnevyFu8C6g== 0000950142-02-000435.txt : 20020509 0000950142-02-000435.hdr.sgml : 20020509 ACCESSION NUMBER: 0000950142-02-000435 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020506 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year ITEM INFORMATION: FILED AS OF DATE: 20020509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS SANDS INC CENTRAL INDEX KEY: 0000850994 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 043010100 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-42147 FILM NUMBER: 02638776 BUSINESS ADDRESS: STREET 1: 3355 LAS VEGAS BLVD SOUTH RM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702414452 MAIL ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 form8k50602.txt FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 6, 2002 LAS VEGAS SANDS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 333-42147 04-3010100 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH ROOM 1A LAS VEGAS, NEVADA 89109 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 414-1000 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On May 6, 2002, we issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended, relating to our intention to offer approximately $850 million in aggregate principal amount of mortgage notes in a Rule 144A offering, and to enter into new senior secured credit facilities in an aggregate amount of approximately $480 million (collectively, the "Refinancing Transactions"). We intend to use the proceeds of the Refinancing Transactions to repay, redeem or repurchase all of our outstanding indebtedness, to finance the construction and development of a 1000-room addition to the Venetian Casino Resort, additional meeting and conference space and an expansion to the Venetian Casino Resort's parking garage (the "Phase IA Addition"), and to pay all fees and expenses associated with the Refinancing Transactions. The press release announcing the Refinancing Transactions is attached as Exhibit 99.1 to this report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Number Title - -------------- ----- 99.1 Press Release of Las Vegas Sands, Inc., dated May 6, 2002. 99.2 Summary unaudited pro forma financial data for the year ended December 31, 2001 and the three months ended March 31, 2002. ITEM 9. REGULATION FD DISCLOSURE. We are providing summary unaudited pro forma financial data for the year ended December 31, 2001 and the three months ended March 31, 2002 that gives effect to the Refinancing Transactions and the funding of the Phase IA Addition to certain investors. The summary unaudited pro forma financial data are attached as Exhibit 99.2 to this report on Form 8-K and are incorporated by reference into this report on Form 8-K for purposes of this item only. 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: May 8, 2002 LAS VEGAS SANDS, INC. By: /s/ David Friedman --------------------------------------- Name: David Friedman Title: Secretary and Assistant to the Chairman of the Board EXHIBIT INDEX Exhibit Number Title - -------------- ----- 99.1 Press Release of Las Vegas Sands, Inc., dated May 6, 2002. 99.2 Summary unaudited pro forma financial data for the year ended December 31, 2001 and the three months ended March 31, 2002. EX-99 3 ex991frm8k50602.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ VENETIAN CASINO RESORT, LLC AND LAS VEGAS SANDS, INC. ANNOUNCE PROPOSED $850 MILLION OFFERING OF MORTGAGE NOTES (Las Vegas, NV - May 06, 2002) Venetian Casino Resort, LLC and Las Vegas Sands, Inc. announced today plans to offer approximately $850 million in aggregate principal amount of mortgage notes in a Rule 144A offering. In connection with the offering of their mortgage notes, Venetian and its subsidiaries also intend to enter into new senior secured credit facilities in an aggregate amount of approximately $480 million. Venetian intends to use the proceeds from the proposed offering of mortgage notes and borrowings under these new loan facilities to repay, redeem or repurchase all outstanding indebtedness of Venetian and its subsidiaries, to finance the construction and development of the Phase IA Addition, which consists of a 1000-room addition to the Casino Resort, additional meeting and conference space and an expansion to the Casino Resort's parking garage, and to pay all fees and expenses associated with these transactions. The indebtedness proposed to be repaid, redeemed or repurchased includes Venetian's existing bank credit facility, its 12 1/4% mortgage notes due 2004 and 14 1/4% senior subordinated notes due 2005, its furniture, fixture & equipment credit facility, its mall debt and certain other indebtedness. The proposed offering of mortgage notes and the other refinancing transactions are expected to close during the second quarter of 2002. The securities to be offered will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. THE MATTERS DESCRIBED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS, UNDERTAINTIES OR OTHER FACTORS BEYOND VENETIAN'S CONTROL, WHICH MAY CAUSE MATERIAL DIFFERENCES IN ACTUAL RESULTS, PERFORMANCE OR OTHER EXPECTATIONS. THESE FACTORS INCLUDE BUT ARE NOT LIMITED TO GENERAL ECONOMIC CONDITIONS, COMPETITION, NEW VENTURES, GOVERNMENT REGULATION, LEGALIZATION OF GAMING, INTEREST RATES, FUTURE TERRORIST ACTS, INSURANCE,AND OTHER FACTORS DETAILED IN THE REPORTS FILED BY LAS VEGAS SANDS, INC. WITH THE SECURITIES AND EXCHANGE COMMISSISON. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEREOF. VENETIAN ASSUMES NO OBLIGATION TO UPDATE SUCH INFORMATION. CONTACT INFORMATION Venetian Casino Resort, LLC Harry Miltenberger - Vice President (702) 733-5729 miltenbh@venetian.com EX-99 4 ex992frm8k50602.txt EXHIBIT 99.2 EXHIBIT 99.2 ------------ UNAUDITED PRO FORMA DATA The pro forma financial data presented below gives effect to the Refinancing Transactions and borrowings of approximately $50.0 million under some of our new senior secured credit facilities to fund development of the Phase IA Addition.
YEAR END THREE MONTHS ENDED DECEMBER 31, ENDED 2001 MARCH 31, 2002 -------------- ------------------ Interest expense, net of amounts capitalized (1).............. $ (118,928) $ (27,930) Interest expense on indebtedness to Las Vegas Sands, Inc.'s principal stockholder (1).................. -- -- Other income (expense) (2).................................... 1,385 181 Income (loss) before preferred return and extraordinary item....................................... (8,264) 8,867 Income (loss) before extraordinary item....................... (29,030) (3,204) Ratio of EBITDA to net interest expense....................... 1.3x 1.7x Ratio of earnings to fixed charges (3)........................ -- 1.1x
AS OF MARCH 31, 2002 ---------------- PRO FORMA (1)(4) ---------------- BALANCE SHEET DATA: Cash and cash equivalents...................................................... $ 57,335 Restricted cash................................................................ 235,435 Total assets................................................................... 1,528,144 Total debt..................................................................... 1,255,000 Stockholders' equity (deficit)................................................. (59,213)
- ------------------------ (1) The pro forma financial columns give effect to the net increase in interest expense due to the Refinancing Transactions and the funding of the Phase IA Addition as follows:
THREE MONTHS YEAR END ENDED DECEMBER 31, 2001 MARCH 31, 2002 ----------------- -------------- Historical net interest expense (including interest expense on indebtedness to Las Vegas Sands, Inc.'s principal stockholder).............................. $ 110,744 $ 26,716 Less: Interest expense due to retirement of indebtedness under the Refinancing Transactions, at actual historical amounts................................. (102,954) (24,201) Interest expense related to amortization of deferred offering costs and original issue discount, at actual historical amounts.................................. (8,689) (2,664) Plus: Assumed interest expense on mortgage notes (assumed 101/4% fixed rate).................................. 87,125 21,781 Assumed interest expense on $50 million term loan (weighted average interest rates of 6.7% and 4.9%) (a)........................................... 3,360 608 Assumed interest expense on $250 million term loan (weighted average interest rates of 7.2% and 5.4%) (a)........................................... 18,048 3,353 Assumed interest expense on $105 million mall loan facility (weighted average interest rates of 5.5% and 3.6%) (a)....................................... 5,743 949 Assumed amortization of deferred offering costs and commitment fees, based on estimated offering costs and using a weighted average life of approximately 6.7 years........................................... 5,551 1,388 ----------------- -------------- $ 118,928 $ 27,930 ================= ==============
(a) Based on actual weighted average one-month LIBOR rates during the respective period (3.7% and 1.9%) plus the assumed spread for the new indebtedness. Had interest rates been 1/8% higher during the year ended 2001 and the three months ended March 31, 2002, the impact on the variable rate indebtedness would have caused pro forma interest expense for each period to increase to $0.5 million and $0.1 million. (2) Pro forma other income (expense) reflects the assumed elimination of the interest rate floor agreement and the related mark-to-market adjustments during the year ended 2001 and the three months ended March 31, 2002 of $2.0 million and $0.7 million. (3) For the purpose of calculating the ratio of earnings to fixed charges, "earnings" represent income before preferred return and extraordinary item, plus our proportionate share of the loss on our equity investment, amortization of capitalized interest and fixed charges, and less preferred return and interest capitalized. "Fixed charges" consist of interest expense, whether expensed or capitalized, amortization of debt discount and debt financing costs, preferred return and one-third of lease expense, which we believe is representative of the interest component of lease expense - primarily comprised of rent expense associated with the heating and air conditioning provider. For the pro forma year ended 2001, earnings were insufficient to cover fixed charges by $27.1 million. Accordingly, this ratio has not been presented. (4) Pro forma cash and cash equivalents assumes $22.0 million of excess proceeds after giving effect to the Refinancing Transactions and the funding of the Phase IA Addition. Pro forma restricted cash represents the borrowing of $235.0 million of the proceeds from the Refinancing Transactions and the funding of the Phase IA Addition for the development of the Phase IA Addition, the disbursement of which will be governed by the terms of the new credit facility. Pro forma stockholders' equity (deficit) represents the recognition of a $53.3 million extraordinary loss on early retirement of indebtedness which includes $33.5 million of call premiums to be incurred in connection with the Refinancing Transactions and $19.8 million related to the write-off of unamortized debt offering costs and unamortized original issue discount. -----END PRIVACY-ENHANCED MESSAGE-----