On November 28, 2023, Las Vegas Sands Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Dr. Miriam Adelson and the Miriam Adelson Trust (the “Selling Stockholders”), and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to the sale by the Selling Stockholders of 46,264,168 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $44.00 per share (the “Offering”). In addition, concurrently with the closing of the Offering, the Company has agreed to repurchase 5,783,021 shares of its Common Stock from the Underwriters at a price per share equal to the public offering price, less underwriting discounts and commissions.
In connection with the Offering, the Selling Stockholders and certain related trusts entered into lock-up agreements for a period of 365 days from the pricing date of the Offering, during which time they will be restricted from engaging in certain transactions with respect to shares of the Common Stock.
The Offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-275303) that became effective under the Securities Act of 1933, as amended, when filed with the Securities and Exchange Commission on November 3, 2023, and a related prospectus supplement dated November 28, 2023.
The Offering is expected to close on December 1, 2023. The Company did not sell any securities in the Offering and will not receive any proceeds from the sale of the shares offered by the Selling Stockholders.
The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company, the Selling Stockholders and the Underwriters, as well as termination and other customary provisions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The legality opinion of D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary of the Company, issued in connection with the Offering, is attached hereto as Exhibit 5.1 and is incorporated by reference into the Registration Statement.
| ITEM 9.01 | Financial Statements and Exhibits. |
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| (d) | | Exhibits |
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| 1.1 | | Underwriting Agreement, dated November 28, 2023, among Las Vegas Sands Corp., the Selling Stockholders, Goldman Sachs & Co. LLC and BofA Securities, Inc. |
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| 5.1 | | Opinion of D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary to the Company. |
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| 23.1 | | Consent of D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary to the Company (included in Exhibit 5.1). |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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