LAS VEGAS SANDS CORP 10-Q

ITEM 1A — RISK FACTORS 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: 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; and • 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 45 Table of Contents 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. 46 Table of Contents ITEM 6 — EXHIBITS List of Exhibits Exhibit No. Description of Document 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. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1++ Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2++ Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. 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 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 ____________________ * 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. 47 Table of Contents ++ 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. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 48 Table of Contents LAS VEGAS SANDS CORP. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized. LAS VEGAS SANDS CORP. April 23, 2021 By: / S / R OBERT G. G OLDSTEIN Robert G. Goldstein Chairman of the Board and Chief Executive Officer (Principal Executive Officer) April 23, 2021 By: / S / R ANDY H YZAK Randy Hyzak Executive Vice President and Chief Financial Officer (Principal Financial Officer) 49