Exhibit 99.2
Sands China Ltd.
OFFER TO EXCHANGE ALL OUTSTANDING
US$1,800,000,000 4.600% Senior Notes due 2023
US$1,800,000,000 5.125% Senior Notes due 2025
US$1,900,000,000 5.400% Senior Notes due 2028
For an Equal Principal Amount of
4.600% Senior Notes due 2023
5.125% Senior Notes due 2025
5.400% Senior Notes due 2028
Which Have Been Registered Under the Securities Act of 1933
, 2018
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith an offer by Sands China Ltd. (the “Company”), to exchange the Company’s outstanding 4.600% Senior Notes due 2023, 5.125% Senior Notes due 2025 or 5.400% Senior Notes due 2028 (collectively, the “Outstanding Notes”), for an equal principal amount of the Company’s newly issued 4.600% Senior Notes due 2023, 5.125% Senior Notes due 2025 and 5.400% Senior Notes due 2028 (collectively, the “Notes”), respectively, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated , 2018 (as the same may be amended and supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Prospectus and the related materials constitutes the “Exchange Offer”).
The Exchange Offer does not provide a procedure for holders to tender the Outstanding Notes by means of guaranteed delivery.
Your prompt action is requested. The Exchange Offer will expire at 5:00 PM, New York City time, on , 2019, unless extended (such time and date, as it may be extended, the “Expiration Date”). Tendered Outstanding Notes may be withdrawn at any time prior the Expiration Date.
Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) as set forth in certain interpretative letters addressed to third parties in other transactions, Notes issued pursuant to the Exchange Offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Notes are acquired in the ordinary course of such holder’s business and such holder is not engaging, does not intend to engage, and has no arrangement or understanding with any person to participate, in the distribution of such Notes. See “Shearman & Sterling,” SECNo-Action Letter (available July 2, 1993), “Morgan Stanley & Co., Inc.,” SECNo-Action Letter (available June 5, 1991) and “Exxon Capital Holding Corporation,” SECNo-Action Letter (available May 13, 1988). Accordingly, each broker-dealer that receives Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of those Notes.
The Exchange Offer is not conditioned on any minimum aggregate principal amount of Outstanding Notes being tendered, except that Outstanding Notes may be tendered only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.