LAS
VEGAS, Nov. 28, 2023 /PRNewswire/ -- Las Vegas
Sands Corp. (NYSE: LVS) ("Sands" or the "Company") today announced
the pricing of the previously announced secondary public offering
of 46,264,168 shares of its common stock (the "Offering") by Dr.
Miriam Adelson and The Miriam
Adelson Trust (the "Selling Stockholders") at a price to the public
of $44.00 per share. The Offering is
expected to close on December 1,
2023, subject to satisfaction of customary conditions. The
Company will not receive any proceeds from the sale of the shares
by the Selling Stockholders.
Goldman Sachs & Co. LLC and BofA Securities are acting as
joint book-running managers for the Offering.
In connection with the Offering, the Selling Stockholders and
certain related trusts have entered into lock-up agreements for a
period of 365 days from the pricing date of the Offering, during
which time they will be restricted from engaging in certain
transactions with respect to shares of the Company's common
stock.
In addition, subject to the closing of the Offering, the Company
has agreed to repurchase 5,783,021 of the shares of common stock
being offered in the Offering for approximately $250 million at the same per share price to be
paid by the underwriters to the Selling Stockholders in the
Offering (the "Share Repurchase"). The completion of the Share
Repurchase is conditioned on, and is expected to close concurrently
with, the closing of the Offering. The closing of the Offering is
not conditioned on the completion of the Share Repurchase.
The Offering is being made pursuant to an automatically
effective shelf registration statement on Form S-3 filed with the
Securities and Exchange Commission ("SEC") on November 3, 2023. A preliminary prospectus
supplement relating to and describing the terms of the Offering has
been filed with the SEC and is available on the SEC's website at
www.sec.gov. Alternatively, copies of the final prospectus
supplement and the accompanying prospectus relating to the Offering
can be obtained, when available, from: Goldman Sachs & Co. LLC,
Attn: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at
1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; or
BofA Securities, Attn: Prospectus Department, NC1-022-02-25, 201
North Tryon Street, Charlotte, North
Carolina 28255-0001 or by email at
dg.prospectus_requests@bofa.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will 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.
About Sands
Sands (NYSE: LVS) is the world's
preeminent developer and operator of world-class Integrated
Resorts.
Our iconic properties drive valuable leisure and business
tourism and deliver significant economic benefits, sustained job
creation, financial opportunities for local businesses and
community investment to help make our host regions ideal places to
live, work and visit.
Sands' portfolio of properties includes Marina Bay Sands in Singapore and The Venetian Macao, The Plaza
and Four Seasons Hotel Macao, The Londoner Macao, The Parisian
Macao and Sands Macao in Macao SAR, China, through majority ownership in Sands
China Ltd.
Sands is dedicated to being a leader in corporate
responsibility, anchored by our core tenets of serving people,
planet and communities. Our ESG leadership has led to inclusion on
the Dow Jones Sustainability Indices for World and North America.
Caution Regarding Forward-Looking Statements
This
press release contains forward-looking statements made pursuant to
the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include the
discussions of our business strategies and expectations concerning
future operations, margins, profitability, liquidity and capital
resources. In addition, in certain portions included in this press
release, the words "anticipates," "believes," "estimates," "seeks,"
"expects," "plans," "intends" and similar expressions, as they
relate to our company or management, are intended to identify
forward-looking statements. Although we believe these
forward-looking statements are reasonable, we cannot assure you any
forward-looking statements will prove to be correct.
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:
whether or not the Offering and the Share Repurchase will be
consummated; risks relating to our gaming license in Singapore and concession in Macao and amendments to Macao's gaming laws; general economic
conditions; uncertainty about the pace of recovery of travel and
tourism in Asia from the impacts
of the COVID-19 pandemic; disruptions or reductions in travel and
our operations due to natural or man-made disasters, pandemics,
epidemics, or outbreaks of infectious or contagious diseases; our
ability to invest in future growth opportunities, or attempt to
expand our business in new markets and new ventures, execute our
capital expenditure programs at our existing properties and produce
future returns; government regulation; the extent to which the laws
and regulations of mainland China
become applicable to our operations in Macao and Hong
Kong; the possibility that economic, political and legal
developments in Macao adversely
affect our Macao operations, or
that there is a change in the manner in which regulatory oversight
is conducted in Macao; our
subsidiaries' ability to make distribution payments to us;
substantial leverage and debt service; fluctuations in currency
exchange rates and interest rates; our ability to collect gaming
receivables; win rates for our gaming operations; risk of fraud and
cheating; competition; tax law changes; political instability,
civil unrest, terrorist acts or war; legalization of gaming;
insurance; the collectability of our outstanding loan receivable;
limitations on the transfers of cash to and from our subsidiaries;
limitations of the pataca exchange markets; restrictions on the
export of the renminbi; our ability to continue to have our
securities traded in the U.S. securities market; and other factors
detailed in the reports filed by Las Vegas Sands Corp. with the
Securities and Exchange Commission. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date thereof. Las Vegas Sands Corp. assumes no
obligation to update such statements and information.
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SOURCE Las Vegas Sands Corp.