Las Vegas Sands Corp. Announces Pricing of Offering of Common Stock, Preferred Stock and Warrants
LAS VEGAS, Nov. 11 /PRNewswire-FirstCall/ -- Las Vegas Sands Corp.(NYSE: LVS) announced today the pricing of its public offering of 181,818,182shares of common stock, 5,196,300 shares of its 10% Series A CumulativePerpetual Preferred Stock and warrants to purchase an aggregate ofapproximately 86,605,173 shares of common stock at an exercise price of $6.00per 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 topurchase 16.6667 shares of common stock will be purchased at a public offeringprice of $100 per unit. The shares of Series A preferred stock and warrantsare immediately separable and will be issued separately. The Series Apreferred stock will be redeemable on or after November 15, 2011, at ouroption in whole or in part at a price of $110 per share plus any accrued andunpaid dividends.
Goldman Sachs & Co. is acting as the sole managing underwriter andbookrunner of the offering.
Concurrently with the offering of the common stock, Series A preferredstock and warrants, the Company entered into an agreement with the family ofSheldon G. Adelson, our Chairman and Chief Executive Officer and principalstockholder. Pursuant to this agreement, the Company will issue and sell tothe Adelson family 5,250,000 shares of Series A preferred stock and warrantsto purchase an aggregate of approximately 87,500,175 shares of common stock atan exercise price of $6.00 per share, on the same terms as those offered inthe underwritten offering. The agreement also requires that the Adelsonfamily agree to convert its 6.5% convertible senior notes due 2013 into sharesof the Company's common stock at a conversion price equal to the publicoffering price of $5.50 per share for the common stock, upon receipt of allnecessary approvals, including listing of the common stock issuable uponconversion of the notes on the New York Stock Exchange and the effectivenessof stockholder approval of the issuance of common stock upon conversion of thenotes, in accordance with the terms of the notes.
Las Vegas Sands Corp. intends to use the net proceeds from the offeringsfor general corporate purposes, which may include debt repayment and financingof 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 withthe Securities and Exchange Commission and became effective on November 6,2008. This press release shall not constitute an offer to sell, or thesolicitation of an offer to buy, nor shall there be any sale of thesesecurities in any state or jurisdiction in which such offer, solicitation orsale would be unlawful prior to registration or qualification under thesecurities laws of any such state or jurisdiction.
A copy of the prospectus relating to the offering may be obtained fromGoldman Sachs & Co., Prospectus Department, 85 Broad Street, New York, NY10004, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailingprospectus-ny@ny.email.gs.com.
Certain additional information provided to investors in connection withthe 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 HarborProvisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factorsbeyond the Company's control, which may cause material differences in actualresults, performance or other expectations. These factors include, but are notlimited to general economic conditions, competition, new ventures, governmentregulation, legalization of gaming, interest rates, future terrorist acts,insurance, and other factors detailed in the reports filed by Las Vegas SandsCorp. 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 developerof 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 andConvention Center in Las Vegas and The Venetian Macao Resort-Hotel and theSands Macao in the People's Republic of China (PRC) Special AdministrativeRegion of Macao. The company also owns the Four Seasons Hotel Macao and isconstructing two additional integrated resorts: Sands Casino ResortBethlehem(TM) in Eastern, Pennsylvania; and Marina Bay Sands(TM) in Singapore.
LVS is also creating the Cotai Strip(R), a master-planned development ofresort-casino properties in Macao. At completion, the Cotai Strip willfeature approximately 21,000 rooms from world-renowned hotel brands such asSt. Regis, Sheraton, Shangri-La, Traders, Hilton, Conrad, Fairmont, Raffles,Holiday Inn, and InterContinental.
Contacts: Investment Community: Scott Henry (702) 733-5502 Media: Ron Reese (702) 414-3607SOURCE Las Vegas Sands Corp.
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