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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): MARCH 13, 2006
LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
001-32373 27-0099920
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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))
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ITEM 1.01 ENTRY INTO A MATERIAL AND DEFINITIVE AGREEMENT
On March 13, 2006, Las Vegas Sands Corp. (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs &
Co. as representative of the several underwriters named in Schedule I to the
Underwriting Agreement (the "Underwriters") and certain trusts established for
the benefit of the Company's principal stockholder and his family (the
"Selling Stockholders") in connection with the sale by the Selling
Stockholders to the Underwriters of 55,000,000 shares of the Company's common
stock at a purchase price per share of $49.1445 ( the offering price to the
public less the Underwriters' discount). The Selling Stockholders also granted
to the Underwriters an option to acquire an additional 8,250,000 shares for
the sole purpose of covering over-allotments. The Company made certain
customary representations, warranties and covenants concerning the Company and
the registration statement in the Underwriting Agreement. The Company also
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933. On March 15, 2006, the
Underwriters exercised the over-allotment option granted to them by the
Selling Stockholders for 4,764,325 shares of common stock. The sale of an
aggregate of 59,764,325 shares of common stock (including 4,764,325 shares for
over-allotment) was consummated on March 16, 2006. All of the shares were
offered by the Selling Stockholders and the Company did not receive any of the
proceeds from the offering.
The Underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various financial advisory and
investment banking services for the Company, for which they received or will
receive customary fees and expenses. Affiliates of Goldman, Sachs & Co.,
Citigroup Global Markets Inc. and Lehman Brothers Inc. are acting as agents,
and along with Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Morgan
Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and UBS Securities LLC
(or their respective affiliates), as previously disclosed, may act as lenders
under a subsidiary of the Company's proposed $2.5 billion senior secured
credit facility. In addition, certain of the Underwriters or their respective
affiliates (i) acted as underwriters in the Company's initial public offering,
(ii) acted as initial purchasers of the Company's senior notes issued in
February 2005 and a subsidiary of the Company's mortgage notes issued in June
2002, (iii) acted as a financial advisor in the Company's sale of The Grand
Canal Shops mall and the Phase II mall, (iv) acted as initial purchasers in
connection with the floating rate senior secured notes offered by a subsidiary
of the Company, (v) acted as lenders under the Company's prior secured mall
facility and its mortgage loan, (vi) were agents and/or lenders under a
subdisiary of the Company's prior senior secured credit facility, (vii) were
agents and/or lenders under a subdisiary of the Company's senior secured
credit facility in August 2004, (viii) are agents and/or lenders under a
subsidiary of the Company's amended and restated senior secured credit
facility in February 2005 and (ix) were the dealer manager in the tender offer
for the 11% mortgage notes issued by two subsidiaries of the Company.
This description of the Underwriting Agreement is qualified in its
entirety by reference to the Underwriting Agreement, which is attached hereto
as Exhibit 1.1 and incorporated herein by reference.
ITEM 8.01. OTHER EVENTS
On March 13, 2006, the Company issued a press release related to the
pricing of its secondary stock offering. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement, dated March 13, 2006, by
and among the Company, the Underwriters and the
Selling Stockholders.
99.1 Press Release, dated March 13, 2006.
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: March 16, 2006
LAS VEGAS SANDS CORP.
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: General Counsel and Secretary
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement, dated March 13, 2006, by and among
the Company, the Underwriters and the Selling Stockholders.
99.1 Press Release, dated March 13, 2006.