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2: EX-10.1 Material Contract HTML 91K
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock ($0.001 par value)
iLVS
iNew York Stock Exchange
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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ITEM
1.01.
Entry into a Material Definitive Agreement.
On July 7, 2021, Sands China Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("Sands China"), an indirect subsidiary of Las Vegas Sands Corp., a Nevada corporation (the "Company"), entered into a waiver extension and amendment request letter (the "Third Waiver Extension Letter") with respect to certain provisions of the facility agreement, dated as of November 20, 2018 (as amended, restated, amended and restated, supplemented and otherwise modified, including by waiver and amendment request letters, dated as of March 27, 2020 (the "First Waiver Letter") and
September 11, 2020 (the "Second Waiver Extension Letter"), the "Facility Agreement"), by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent (the "Agent"), and the arrangers and lenders from time to time party thereto.
In the Third Waiver Extension Letter, the Agent and the lenders party to the Facility Agreement have (a) extended by one year to (and including) January 1, 2023, the waiver period for the requirement for Sands China to comply with Clause 20.2 of the Facility Agreement, which requires Sands China to ensure (i) the Consolidated Leverage Ratio (as defined in the Facility Agreement) as at the last day of any financial quarter does not exceed 4.00 to 1.00 and (ii) the Consolidated Interest Coverage Ratio (as defined in the Facility
Agreement) as at the last day of any financial quarter is greater than 2.50 to 1.00; (b) extended the period of time during which Sands China may supply the Agent with its audited consolidated financial statements for the financial year ending on December 31, 2021 to April 30, 2022; and (c) extended by one year to (and including) January 1, 2023, the period during which Sands China's ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the Facility Agreement) exceed $2,000,000,000 by Sands China's exercise of the option to increase the Total Commitments by an aggregate amount of up to $1,000,000,000; and (y) the Consolidated Leverage Ratio (as defined in the Facility Agreement) is greater than 4.00 to 1.00, unless, after giving effect
to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of Sands China on such date; and (ii) the aggregate amount of the undrawn facility under the Facility Agreement and unused commitments under other credit facilities of Sands China is greater than $2,000,000,000.
Pursuant to the Third Waiver Extension Letter, Sands China agreed to pay a customary fee to the lenders that consented to the waivers and amendments requested therein.
Some of the lenders, agents and arrangers under the Facility Agreement and their respective affiliates have provided, and may provide in the future, investment banking, commercial banking and other financial services for the Company and
its subsidiaries in the ordinary course of business, for which they have received and would be expected to receive customary compensation.
The foregoing summary of the Third Waiver Extension Letter is not complete and is qualified in its entirety by reference to the full and complete text of the Third Waiver Extension Letter. A copy of the First Waiver Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 27, 2020, a copy of the Second Waiver Extension Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September
11, 2020, and a copy of the Third Waiver Extension Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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† Certain identified information
has been excluded from the exhibit because such information both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
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.