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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): MARCH 5, 2007
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.
On March 5, 2007, three subsidiaries of Las Vegas Sands Corp.,
Venetian Macau Limited ("VML"), Venetian Cotai Limited ("VCL") and VML US
Finance LLC (the "BORROWER"), and The Bank of Nova Scotia, as administrative
agent and disbursement agent, entered into the First Amendment to Credit
Agreement and Disbursement Agreement (the "AMENDMENT) to amend their $2.5
billion senior secured credit facility under a Credit Agreement, dated as of
May 25, 2006 (the "CREDIT AGREEMENT"), among the Borrower, VML, the lenders
party thereto, The Bank of Nova Scotia as administrative agent, Banco Nacional
Ultramarino, S.A. and Sumitomo Mitsui Banking Corporation as co-documentation
agents, and Goldman Sachs Credit Partners L.P., Lehman Brothers Inc., and
Citigroup Global Markets, Inc., as co-syndication agents, joint lead arrangers
and joint bookrunners and the related Disbursement Agreement, dated as of May
25, 2006 (the "DISBURSEMENT AGREEMENT"), among the Borrower, VML, VCL and The
Bank of Nova Scotia as bank agent and disbursement agent.
The Amendment amends the Credit Agreement and the Disbursement
Agreement to allow the proceeds of the term B funded loans, term B delayed draw
loans and any new term loans or new revolving loans incurred under the
incremental facility to be used for working capital and general corporate
purposes of the loan parties or to make other investments or payments permitted
under the Credit Agreement, in addition to funding project costs. The Amendment
to the Credit Agreement also expands the loan parties' ability to make certain
investments in other projects owned by excluded subsidiaries. The permitted
investment carve-out for investments to fund construction and development
project costs for resort projects on sites 5 and 6 on the "Cotai Strip" has
been increased from $500 million to $800 million (less certain amounts drawn
under the Disbursement Agreement and certain other investments in excluded
subsidiaries). In addition, the loan parties may loan up to $200 million of the
$800 million described above to excluded subsidiaries to develop other resort
projects to be located on sites 3, 7 and 8 on the Cotai Strip.
The Amendment to the Credit Agreement also allows the Borrower to
utilize the full $800 million of the incremental facility, the permitted uses
of which have been expanded as described above, without having to comply with
certain conditions precedent. The Amendment to the Credit Agreement also
permits the loan parties, subject to certain conditions, to invest up to $175
million in the form of loans to affiliates or to alternatively guarantee up to
$175 million of indebtedness incurred by such affiliates, in either case, for
the purposes of financing the acquisition and/or equipping of ferry vessels to
provide ferry service to and from Macau.
The Amendment also contemplates a reduction of the interest rate
margins for all classes of loans under the Credit Agreement. However, this
reduction will not become effective until approved by all of the lenders.
The Amendment amends the Disbursement Agreement to increase the
amount that the loan parties are permitted to spend on project costs from $450
million to $900 million and on land concession premium payments from $50
million to $112 million prior to satisfying all of the conditions precedent to
obtaining standard advances under the Disbursement Agreement. In addition, the
Amendment to the Disbursement Agreement permits the loan parties to spend an
additional $400 million on project costs (increased from $250 million) prior to
satisfying all of the conditions precedent to obtaining standard advances under
the Disbursement Agreement which, if utilized, reduces the amount that may be
invested by the loan parties in excluded subsidiaries to fund project costs for
sites 5 and 6 on a dollar for dollar basis. The Amendment to the Disbursement
Agreement also increases the sub-limit that the loan parties are permitted to
spend on project costs for The Four Seasons Macao from $100 million to $200
million prior to satisfying all of the conditions precedent to obtaining
standard advances under the Disbursement Agreement for such project.
The Amendment also amends the Disbursement Agreement to delete
certain conditions precedent to obtaining standard advances under the
Disbursement Agreement to fund project costs for The Venetian Macao Resort
Hotel, The Four Seasons Macao and other secondary projects on the Cotai Strip.
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: March 8, 2007
LAS VEGAS SANDS CORP.
By: /s/ William P. Weidner
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Name: William P. Weidner
Title: President and Chief
Operating Officer