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ITEM 1.01.
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Entry into a Material Definitive Agreement.
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On July 7, 2021, Sands China Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("Sands China"), an indirect subsidiary of Las Vegas Sands Corp., a Nevada corporation (the "Company"), entered into a waiver extension and amendment request letter (the "Third Waiver Extension Letter") with respect to certain provisions of the facility agreement, dated as of November 20, 2018 (as amended, restated, amended and restated, supplemented and otherwise modified, including by waiver and amendment request letters, dated as of March 27, 2020 (the "First Waiver Letter") and September 11, 2020 (the "Second Waiver Extension Letter"), the "Facility Agreement"), by and among Sands China, as borrower, Bank of China Limited, Macau Branch, as agent (the "Agent"), and the arrangers and lenders from time to time party thereto.
In the Third Waiver Extension Letter, the Agent and the lenders party to the Facility Agreement have (a) extended by one year to (and including) January 1, 2023, the waiver period for the requirement for Sands China to comply with Clause 20.2 of the Facility Agreement, which requires Sands China to ensure (i) the Consolidated Leverage Ratio (as defined in the Facility Agreement) as at the last day of any financial quarter does not exceed 4.00 to 1.00 and (ii) the Consolidated Interest Coverage Ratio (as defined in the Facility Agreement) as at the last day of any financial quarter is greater than 2.50 to 1.00; (b) extended the period of time during which Sands China may supply the Agent with its audited consolidated financial statements for the financial year ending on December 31, 2021 to April 30, 2022; and (c) extended by one year to (and including) January 1, 2023, the period during which Sands China's ability to declare or make any dividend payment or similar distribution is restricted if at such time (x) the Total Commitments (as defined in the Facility Agreement) exceed $2,000,000,000 by Sands China's exercise of the option to increase the Total Commitments by an aggregate amount of up to $1,000,000,000; and (y) the Consolidated Leverage Ratio (as defined in the Facility Agreement) is greater than 4.00 to 1.00, unless, after giving effect to such payment, the sum of (i) the aggregate amount of cash and cash equivalents of Sands China on such date; and (ii) the aggregate amount of the undrawn facility under the Facility Agreement and unused commitments under other credit facilities of Sands China is greater than $2,000,000,000.
Pursuant to the Third Waiver Extension Letter, Sands China agreed to pay a customary fee to the lenders that consented to the waivers and amendments requested therein.
Some of the lenders, agents and arrangers under the Facility Agreement and their respective affiliates have provided, and may provide in the future, investment banking, commercial banking and other financial services for the Company and its subsidiaries in the ordinary course of business, for which they have received and would be expected to receive customary compensation.
The foregoing summary of the Third Waiver Extension Letter is not complete and is qualified in its entirety by reference to the full and complete text of the Third Waiver Extension Letter. A copy of the First Waiver Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 27, 2020, a copy of the Second Waiver Extension Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 11, 2020, and a copy of the Third Waiver Extension Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.