What changed in this filing

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Item 1A. Risk Factors

2021-04-23 compared with 2020-10-23 · 52 added, 42 removed, 25 unchanged (79% of the section changed)

1 unchanged sentence

In addition to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the following risk factor was identified:

The COVID-19 Pandemic has adversely affected the number of visitors to our facilities and disrupted our operations, resulting in lower revenues and cash flows.

This adverse impact is anticipated to continue until the global COVID-19 Pandemic is contained.

The impact of the COVID-19 Pandemic and measures to prevent its spread are expected to continue to impact our results, operations, cash flows and liquidity.

We expect the impact of these disruptions, including the extent of their adverse impact on our financial and operational results, will be dictated by the length of time that such disruptions continue.

Although all our properties are currently open, we cannot predict whether future closures would be appropriate or could be mandated.

Even once travel advisories and restrictions are modified or cease to be necessary, demand for integrated resorts may remain weak for a significant length of time and we cannot predict if or when the gaming and non-gaming activities of our properties will return to pre-outbreak levels of volume or pricing.

In particular, future demand for integrated resorts may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth or reduced business spending for meetings, incentives, conventions and exhibitions (“MICE”) resulting from the impact of the COVID-19 Pandemic.

In addition, we cannot predict the impact the COVID-19 Pandemic will have on our mall tenants in Macao and Singapore.

We are a parent company with limited business operations of our own.

Our main asset is the capital stock of our subsidiaries.

We conduct most of our business operations through our direct and indirect subsidiaries.

Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries derived from the earnings and cash flow generated by our operating properties.

If the global response to contain COVID-19 escalates, or is unsuccessful, our subsidiaries’ ability to generate sufficient earnings and cash flow to pay dividends or distributions in the future will be negatively impacted.

For example, on April 17, 2020, SCL announced it will not pay a final dividend for 2019.

Our businesses would also be impacted should the disruptions from the COVID-19 Pandemic lead to prolonged changes in consumer behavior or could impact our current construction projects in Macao and Singapore.

There are certain limitations on our ability to mitigate the adverse financial impact of these matters, such as the fixed costs at our properties, the access to construction labor due to immigration restrictions or construction materials due to vendor supply chain delays.

The COVID-19 Pandemic also makes it more challenging for management to estimate the future performance of our businesses, particularly over the near to medium term.

Any of these events may continue to disrupt our ability to staff our business adequately, could continue to generally disrupt our operations or construction projects and if the global response to contain the COVID-19 Pandemic escalates or is unsuccessful, would have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we are required to raise additional capital in the future, our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings.

If our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt financing would be further negatively impacted.

In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict

our business operations or be unavailable due to our covenant restrictions then in effect.

There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

Our current debt service obligations contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and our Macao, Singapore and U.S.

credit agreements contain various financial covenants.

SCL, MBS and LVSC have each entered into a waiver and amendment request letter with their lenders to waive certain of their financial requirements through January 1, 2022 for SCL and December 31, 2021 for both MBS and LVSC.

The COVID-19 Pandemic has had, and will continue to have, an adverse effect on our results of operations.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the COVID-19 Pandemic and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.

We are subject to a number of risks associated with the proposed sale of the Las Vegas Operations, and these risks could adversely impact our operations, financial condition and business.

On March 2, 2021, we entered into definitive agreements (the “Agreements”) to sell our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”).

We are subject to a number of risks associated with the Las Vegas Sale, including risks associated with:

• the failure to satisfy, on a timely basis or at all, the closing conditions set forth in the Agreements, including the receipt of regulatory approvals;

• legal proceedings, judgments or settlements, including those that may be instituted against us, our board of directors and executive officers and others;

• the operation of our retained businesses without the Las Vegas Operations;

• issues, delays, complications and/or additional costs associated with the carve-out activities, including the transition of operations, systems, technology infrastructure and data, third-party contracts and personnel, to allow the Las Vegas Operations to operate as a stand-alone business after the closing, including incurring unanticipated costs to complete such activities, each, as applicable, within the terms of the Agreements;

• unfavorable reaction to the sale by patrons, competitors, suppliers, other business partners, regulators and employees;

• the disruption to and uncertainty in our business and our relationships with our patrons;

• difficulties in hiring, retaining and motivating key personnel during this process or as a result of uncertainties generated by this process or any developments or actions relating to it;

• the diversion of our management’s attention away from the operation of the businesses we are retaining;

• our incurrence of significant transaction costs in connection with the Las Vegas Sale, regardless of whether it is completed;

• the restrictions on and obligations with respect to our business set forth in the Agreements;

• any required payments of indemnification obligations under the Agreements for retained liabilities and breaches of representations, warranties or covenants;

• fluctuations in our market value, including the depreciation in our market value if the Las Vegas Sale is not completed or the failure of the transaction, even if completed, to increase our market value;

• the amount and timing of payments (if any) required under the post-closing contingent lease support agreement to be entered into in connection with the closing of the Las Vegas Sale;

• failure to receive full repayment of the $1.2 billion in seller financing that we anticipate providing at closing;

• conduct of the Las Vegas Operations under the “Venetian” and “Palazzo” brands and certain other trademarks licensed to the Las Vegas Operations pursuant to the Agreements, which could result in

reputational harm to certain of the businesses we are retaining that will continue to operate under such brands if the Las Vegas Operations does not continue to operate in accordance with our high standards and applicable law as required under the Agreements.

ITEM 6 — EXHIBITS

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Description of Document

3.1 Second Amended and Restated By-Laws of Las Vegas Sands Corp.

, as further amended effective October 20 , 2020 .

10.1* Waiver Extension and Amendment Request Letter, dated September 11, 2020, with respect to the Facility Agreement, dated as of November 20, 2018 by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent, and the arrangers and lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-32373) filed on September 11, 2020).

10.2* Amendment No.

1 to Revolving Credit Agreement, dated as of September 23, 2020, by and among Las Vegas Sands Corp., the Lenders from time to time party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-32373) filed on September 23, 2020).

2.1* Purchase and Sale Agreement dated as of March 2, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P.

(incorporated by reference from Exhibit 2.1 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 3, 2021).

2.2* Real Estate Purchase and Sale Agreement dated as of March 2, 2021, by and between Las Vegas Sands Corp.

and VICI Properties L.P.

(incorporated by reference from Exhibit 2.2 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 3, 2021).

10.1* Form of Post-Closing Contingent Lease Support Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P.

(incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 3, 2021).

10.2* Form of Term Loan Credit and Security Agreement, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC, Pioneer HoldCo, LLC and the Guarantors party thereto (incorporated by reference from Exhibit 10.2 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 3, 2021).

10.3+ Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G.

Goldstein (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 24 , 2021).

10.4+ Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Patrick Dumont (incorporated by reference from Exhibit 10.

2 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 24, 2021).

10.5+ Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Randy A.

Hyzak (incorporated by reference from Exhibit 10.

3 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 24, 2021).

10.6+ First Amendment to Employment Agreement, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and D.

Zachary Hudson (incorporated by reference from Exhibit 10.

4 to the Company’s current report on Form 8-K (File No.

001-32373) filed on March 24, 2021).

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020, formatted in Inline Extensible Business Reporting Language (“iXBRL”):

(i) Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2020 and 2019, (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2020 and 2019, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019, and (vi) Notes to Condensed Consolidated Financial Statements.

101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, formatted in Inline Extensible Business Reporting Language (“iXBRL”):

(i) Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2021 and 2020, (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2021 and 2020, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020, and (vi) Notes to Condensed Consolidated Financial Statements.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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* Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

+ Denotes a management contract or compensatory plan or arrangement.

++ This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

3 unchanged sentences

LAS VEGAS SANDS CORP.

October 23, 2020 By:

/ S / S HELDON G.

April 23, 2021 By:

/ S / R OBERT G.

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

October 23, 2020 By:

/ S / P ATRICK D UMONT

Patrick Dumont

April 23, 2021 By:

/ S / R ANDY H YZAK

Executive Vice President and Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors