UNITED STATES
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) February 9, 2022
LAS VEGAS SANDS CORP. | ||||||||
(Exact name of registrant as specified in its charter) | ||||||||
Nevada | ||||||||
(State or other jurisdiction of incorporation) | ||||||||
001-32373 | 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) 923-9000
(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)) | |||||||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||
Common Stock ($0.001 par value) | LVS | New York Stock Exchange | ||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||||||||||||||||||||
Emerging growth company | ☐ | |||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
ITEM 1.01. | Entry into a Material Definitive Agreement. |
On February 9, 2022, Marina Bay Sands Pte. Ltd. (“MBS” or the “Borrower”), a subsidiary of Las Vegas Sands Corp. (the “Company”), entered into the Fourth Amendment and Restatement Agreement (the “Amendment Agreement”) with DBS Bank Ltd. (“DBS”), as agent and security trustee (in such capacities, the “Agent”). The Amendment Agreement amends and restates the facility agreement, dated as of June 25, 2012 (as amended, the “Existing Facility Agreement”), among the Borrower, the lenders party thereto, DBS, as the Agent and the other parties thereto (the Existing Facility Agreement, as amended and restated pursuant to the Amendment Agreement, the “Fourth Restated Facility Agreement”). Capitalized terms used herein and not defined herein are defined in the Fourth Restated Facility Agreement.
Pursuant to the Amendment Agreement, the Existing Facility Agreement was amended to update the terms therein that provide for a transition away from the Swap Offer Rate (“SOR”) as a benchmark interest rate and the replacement of SOR by a replacement benchmark interest rate or mechanism.
The foregoing summary of the Amendment Agreement is not complete and is qualified in its entirety by reference to the full and complete text of the Amendment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 above in Item 1.01 is incorporated herein by reference.
ITEM 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits | ||||
10.1 | |||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 14, 2022
LAS VEGAS SANDS CORP. | |||||||||||
By: | /S/ D. ZACHARY HUDSON | ||||||||||
Name: D. Zachary Hudson Title: Executive Vice President, Global General Counsel and Secretary | |||||||||||