LAS VEGAS, Nov. 11 /PRNewswire-FirstCall/ -- Las Vegas Sands Corp.
(NYSE: LVS) announced today the pricing of its public offering of 181,818,182
shares of common stock, 5,196,300 shares of its 10% Series A Cumulative
Perpetual Preferred Stock and warrants to purchase an aggregate of
approximately 86,605,173 shares of common stock at an exercise price of $6.00
per share. The common stock has a public offering price of $5.50 per share.
Units consisting of one share of Series A preferred stock and one warrant to
purchase 16.6667 shares of common stock will be purchased at a public offering
price of $100 per unit. The shares of Series A preferred stock and warrants
are immediately separable and will be issued separately. The Series A
preferred stock will be redeemable on or after November 15, 2011, at our
option in whole or in part at a price of $110 per share plus any accrued and
The Company has granted the underwriter a 30-day option to purchase up to
an additional 18,181,818 shares of common stock to cover over-allotments.
Goldman Sachs & Co. is acting as the sole managing underwriter and
bookrunner of the offering.
Concurrently with the offering of the common stock, Series A preferred
stock and warrants, the Company entered into an agreement with the family of
Sheldon G. Adelson, our Chairman and Chief Executive Officer and principal
stockholder. Pursuant to this agreement, the Company will issue and sell to
the Adelson family 5,250,000 shares of Series A preferred stock and warrants
to purchase an aggregate of approximately 87,500,175 shares of common stock at
an exercise price of $6.00 per share, on the same terms as those offered in
the underwritten offering. The agreement also requires that the Adelson
family agree to convert its 6.5% convertible senior notes due 2013 into shares
of the Company's common stock at a conversion price equal to the public
offering price of $5.50 per share for the common stock, upon receipt of all
necessary approvals, including listing of the common stock issuable upon
conversion of the notes on the New York Stock Exchange and the effectiveness
of stockholder approval of the issuance of common stock upon conversion of the
notes, in accordance with the terms of the notes.
Las Vegas Sands Corp. intends to use the net proceeds from the offerings
for general corporate purposes, which may include debt repayment and financing
of the Company's construction and development projects.
The transactions are expected to close on or about November 14, 2008.
A shelf registration statement relating to the foregoing was filed with
the Securities and Exchange Commission and became effective on November 6,
2008. This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
A copy of the prospectus relating to the offering may be obtained from
Goldman Sachs & Co., Prospectus Department, 85 Broad Street, New York, NY
10004, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing
Certain additional information provided to investors in connection with
the offering is available on the Las Vegas Sands Corp. website,
http://www.lasvegassands.com, under Investor Relations - Presentations.
Statements in this press release, which are not historical facts, are
"forward-looking" statements that are made pursuant to the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995. Forward-
looking statements involve a number of risks, uncertainties or other factors
beyond the Company's control, which may cause material differences in actual
results, performance or other expectations. These factors include, but are not
limited to general economic conditions, competition, new ventures, government
regulation, legalization of gaming, interest rates, future terrorist acts,
insurance, and other factors detailed in the reports filed by Las Vegas Sands
Corp. with the Securities and Exchange Commission. Las Vegas Sands Corp.
assumes no obligation to update such information.
ABOUT LAS VEGAS SANDS CORP.
Las Vegas Sands Corp. (NYSE: LVS) is the leading international developer
of multi-use integrated resorts.
The Las Vegas, Nevada-based company owns and operates The Venetian Resort-
Hotel-Casino, The Palazzo Resort-Hotel-Casino, and the Sands Expo and
Convention Center in Las Vegas and The Venetian Macao Resort-Hotel and the
Sands Macao in the People's Republic of China (PRC) Special Administrative
Region of Macao. The company also owns the Four Seasons Hotel Macao and is
constructing two additional integrated resorts: Sands Casino Resort
Bethlehem(TM) in Eastern, Pennsylvania; and Marina Bay Sands(TM) in Singapore.
LVS is also creating the Cotai Strip(R), a master-planned development of
resort-casino properties in Macao. At completion, the Cotai Strip will
feature approximately 21,000 rooms from world-renowned hotel brands such as
St. Regis, Sheraton, Shangri-La, Traders, Hilton, Conrad, Fairmont, Raffles,
Holiday Inn, and InterContinental.
Investment Community: Scott Henry (702) 733-5502
Media: Ron Reese (702) 414-3607
SOURCE Las Vegas Sands Corp.
/CONTACT: Investment Community, Scott Henry, +1-702-733-5502, or Media,
Ron Reese, +1-702-414-3607, both for Las Vegas Sands Corp./
/Web site: http://www.lasvegassands.com /