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 10, 2005
LAS VEGAS SANDS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
333-42147 04-3010100
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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)
Registrant's telephone number, including area code: (702) 414-1000
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 14, 2005, Las Vegas Sands, Inc. (the "Company"), Venetian
Casino Resort, LLC, ("Venetian" and, together with the Company, the "Issuers")
certain subsidiary guarantors and U.S. Bank National Association entered into a
third supplemental indenture relating to the Indenture, dated as of June 4,
2002, among such parties (the "Indenture"). The Issuers' outstanding 11%
Mortgage Notes (the "Notes") were issued under the Indenture. The amendments
will become operative upon acceptance for purchase by the Issuers of the Notes
validly tendered and not withdrawn prior to 5:00 p.m. New York City time on
February 14, 2005 in the Issuers' pending tender offer and consent solicitation
for the Notes (the "Tender Offer"). The third supplemental indenture will amend
the Indenture by eliminating most of the restrictive covenants and certain
events of default relating to the Notes.
ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION
On February 10, 2005, Las Vegas Sands Corp ("LVSC") sold in a private placement
transaction $250 million in aggregate principal amount of its 6.375% Senior
Notes due 2015 (the "Senior Notes"). LVSC is the parent corporation of the
Company. The Senior Notes will mature on February 15, 2015. LVSC has the option
to redeem all or a portion of the Senior Notes at any time prior to February 15,
2010 at the "make-whole" redemption price. Thereafter, LVSC has the option to
redeem all or a portion of the Senior Notes at any time at fixed prices that
decline over time. In addition, before February 15, 2008, LVSC may redeem up to
35% of the aggregate principal amount of the Senior Notes with the proceeds of
certain equity offerings at a redemption of 106.375% of the principal amount of
the Senior Notes. The Senior Notes are unsecured senior obligations of LVSC and
following the escrow release described below, will be jointly and severally
guaranteed on a senior unsecured basis by certain of LVSC's existing and future
domestic subsidiaries (including the Issuers). The Senior Notes Indenture
contains covenants that, subject to certain exceptions and conditions, limit the
ability of LVSC and the subsidiary guarantors to enter into sale and leaseback
transactions in respect of their principal properties, create liens on their
principal properties and consolidate, merge or sell all or substantially all
their assets.
The $247,722,500 gross proceeds from the offering of Senior Notes were deposited
into an escrow account and will be released only upon satisfaction of certain
conditions, including the acceptance of the Notes in the Tender Offer, and
completion of an amendment to the bank credit facility of the Issuers. LVSC will
redeem the Senior Notes at a redemption price equal to 99.089% of the principal
amount thereof, plus accrued and unpaid interest and amortization of original
issue discount, if these conditions have not been satisfied within 30 days from
the issuance date, subject to certain extensions at the discretion of LVSC.
On February 10, 2005, LVSC, the subsidiary guarantors (including the Issuers)
and the initial purchasers of the Senior Notes also entered into a registration
rights agreement.
Under the registration rights agreement, LVSC and each subsidiary guarantor
granted certain exchange and registration rights to the holders of the Senior
Notes.
ITEM 8.01. OTHER EVENTS
On February 10, 2005, the Company announced that the Issuers had determined the
total consideration to be paid pursuant to the Offer and Consent Solicitation.
On February 15, 2005, the Company announced that the Issuers had received the
consents necessary to adopt the proposed amendments to the Indenture.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 4.1 Third Supplemental Indenture, dated February 14, 2005, to the
Indenture.
Exhibit 4.2 The Senior Notes Indenture.
Exhibit 99.1 Press Release dated February 10, 2005 relating to the
determination of the total consideration to be paid pursuant
to the Offer and Consent Solicitation.
Exhibit 99.2 Press Release dated February 15, 2005 announcing that the
Issuers had received the consents necessary to adopt the
proposed amendments to the Indenture.
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.
LAS VEGAS SANDS, INC.
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: Secretary
Date: February 15, 2005
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
Exhibit 4.1 Third Supplemental Indenture, dated February 14, 2005, to the
Indenture.
Exhibit 4.2 The Senior Notes Indenture.
Exhibit 99.1 Press Release dated February 10, 2005 relating to the
determination of the total consideration to be paid pursuant
to the Offer and Consent Solicitation.
Exhibit 99.2 Press Release dated February 15, 2005 announcing that the
Issuers had received the consents necessary to adopt the
proposed amendments to the Indenture.