What changed in this filing

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Item 1A. Risk Factors

2022-04-29 compared with 2021-10-22 · 15 added, 37 removed, 27 unchanged (66% 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, 2021, 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;

• 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.

Our loans receivable are subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows.

In connection with closing of the Las Vegas sale, the Company entered into a seller financing loan agreement, which provides for a six-year senior secured term loan in an aggregate principal amount of $1.20 billion.

If this loan were to become impaired and could not be collected, our financial position, results of operations and cash flows could be materially adversely affected for the amount of uncollected, or deemed uncollectible, principal and interest.

ITEM 6 — EXHIBITS

1 unchanged sentence

Description of Document

2.1* Letter Agreement, dated as of August 3, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P.

2.2* Amendment to Letter Agreement, dated as of October 7, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P.

4.1 Indenture, dated as of September 23, 2021, between SCL and U.S.

Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s current report on Form 8-K (File No.

001-32373) filed on September 23, 2021).

4.2 Forms of 2.300% Senior Notes due 2027, 2.850% Senior Note due 2029 and 3.250% Senior Notes due 2031 (incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to the Company’s current report on Form 8-K (File No.

001-32373) filed on September 23, 2021).

10.1† Amendment No.

2 to Revolving Credit Agreement, dated as of September 3, 2021, 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 3, 2021).

10.2† Amendment Letter, dated September 7, 2021, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte.

Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties 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 7, 2021).

10.1 Fourth Amendment and Restatement Agreement, dated as of February 9, 2022, among Marina Bay Sands Pte.

Ltd., as borrower, and DBS Bank Ltd., as agent and security trustee (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-32373) filed on February 14, 2022).

10.2* Post-Closing Contingent Lease Support Agreement, dated as of February 23, 2022, by and among Las Vegas Sands Corp.

and Pioneer OpCo, LLC.

10.3* Term Loan Credit and Security Agreement, dated as of February 23, 2022, by and among Pioneer HoldCo, LLC, Pioneer OpCo, LLC as Borrower, the Guarantors party thereto, and Las Vegas Sands Corp.

10.4* Letter Agreement, dated as of March 29, 2022, by and between Marina Bay Sands Pte.

Ltd., and Singapore Tourism Board.

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

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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, 2021, formatted in Inline Extensible Business Reporting Language (“iXBRL”):

(i) Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020, (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2021 and 2020, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, 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, 2022, formatted in Inline Extensible Business Reporting Language (“iXBRL”):

(i) Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2022 and 2021, (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021, 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 schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

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

+ 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.

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LAS VEGAS SANDS CORP.

October 22, 2021 By:

April 29, 2022 By:

/ S / R OBERT G.

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(Principal Executive Officer)

October 22, 2021 By:

April 29, 2022 By:

/ S / R ANDY H YZAK

2 unchanged sentences

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