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) AUGUST 19, 2004
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)
(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information filed under this Item shall also be deemed to
be filed under Item 2.03. Creation of a Direct Financial Obligation.
On August 20, 2004, Las Vegas Sands, Inc. ("LVSI") and its
wholly-owned subsidiary, Venetian Casino Resort, LLC (collectively, the
"BORROWERS"), entered into a senior secured credit facility with Goldman Sachs
Credit Partners L.P., as syndication agent, sole arranger and sole bookrunner,
The Bank of Nova Scotia, as administrative agent, certain lenders and Wells
Fargo Foothill, Inc., CIT Group/Equipment Financing, Inc., Commerzbank AG as
documentation agents (the "CREDIT AGREEMENT"). The Credit Agreement provides
for a $125 million revolving credit facility and $885 million in term loan
facilities. Approximately $665 million of the proceeds from this facility were
drawn at closing of which approximately $291 million were used to repay in full
the Borrower's existing credit facility debt under the 2002 Credit Facility (as
defined below). In addition, $60 million in aggregate face amount of letters of
credit outstanding under the 2002 Credit Facility were deemed outstanding under
the Credit Agreement. The Borrowers expect to use the remaining proceeds from
the term facilities to fund design, development, construction and pre-opening
costs for the Venetian's Palazzo casino resort project, to pay related fees and
expenses and for working capital purposes. The indebtedness under the new Credit
Agreement is guaranteed by certain of the Borrowers' domestic subsidiaries (the
"GUARANTORS"). The Borrowers' obligations under the Credit Agreement and the
guarantees of the Guarantors are secured by a first-priority security interest
in substantially all of the Borrowers' and Guarantors' assets, other than
capital stock. Borrowings under the term loan facilities and revolving loan
facilities bear interest, at the Borrowers' option, at either an adjusted
Eurodollar rate or at an alternative base rate, plus a spread.
The Credit Agreement contains affirmative, negative and
financial covenants customary for such financings. The Credit Agreement also
requires the Borrowers to maintain the following financial ratios as of the last
day of each fiscal quarter. The defined terms used below have the meaning set
forth in the Credit Agreement:
o minimum ratio of Consolidated Adjusted EBITDA to Consolidated Interest
Expense of not less than 1.5 to 1.0 until the last day of the fiscal
quarter in which Substantial Completion of the Palazzo is achieved,
decreasing thereafter as provided in the Credit Agreement;
o maximum ratio of Consolidated Total Debt outstanding to Consolidated
Adjusted EBITDA of not more than 7.25 to 1.0 until the last day of the
fiscal quarter in which Substantial Completion of the Palazzo is achieved,
decreasing thereafter as provided in the Credit Agreement;
o minimum Consolidated Net Worth to be not less than $400.0 million until
September 30, 2004, and not less than $400.0 million plus 85% of
Consolidated Net Income of the Borrowers and all of their respective
Subsidiaries for all subsequent fiscal quarters;
o Maximum Consolidated Capital Expenditures Amount, which excluded certain
Palazzo-related construction costs) for the periods from August 20, 2004
until December 31, 2005 and the fiscal year beginning January 1, 2005 of
not more than $80.0 million, decreasing in fiscal years thereafter as set
forth in the Credit Agreement.
The Credit Agreement contains events of default customary for
such financings, including but not limited to nonpayment of principal, interest,
fees or other amounts when due; violation of covenants; failure of any
representation or warranty to be true in all material respects when made or
deemed made; cross default and cross acceleration; certain ERISA events; change
of control; dissolution; insolvency; bankruptcy events; material judgments; and
actual or asserted invalidity of the guarantees or security documents. Some of
these events of default allow for grace periods and materiality concepts.
The Bank of Nova Scotia and Goldman Sachs Credit Partners L.P.
and their respective affiliates have performed investment banking, financial
advisory, lending and/or commercial banking services for the Borrowers and their
affiliates from time to time, for which they have received customary
compensation, and may do so in the future.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On August 20, 2004, the Borrowers terminated the Borrowers'
prior $375 million credit facility, dated as of June 4, 2002, as amended as of
March 11, 2003 and May 17, 2004 (the "2002 CREDIT FACILITY"), in connection with
the execution of the Credit Agreement at a cost of approximately $291 million
comprised of outstanding principal, interest and related fees and expenses. The
Term B facility of the prior credit facility would have matured on June 4, 2008
and the Term A and revolving facilities would have matured on June 4, 2007.
ITEM 5.02. ELECTION OF DIRECTOR
On August 19, 2004, William P. Weidner was appointed to the
board of directors of Las Vegas Sands, Inc. Mr. Weidner has been the President
and Chief Operating Officer of Las Vegas Sands, Inc. since December 1995.
For more information regarding Mr. Weidner's relationships
with the Borrowers and their affiliates, refer to LVSI's Annual Report on Form
10-K for the fiscal year ended December 31, 2003.
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: August 25, 2004
LAS VEGAS SANDS, INC.
By: /s/ Harry D. Miltenberger
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Name: Harry D. Miltenberger
Title: Vice President-Finance