Las Vegas Sands Announces Pricing of Common Stock Offering by its Principal Stockholder

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Las Vegas Sands Corp. (NYSE: LVS) has announced the pricing of a secondary public offering of 46,264,168 shares of its common stock by Dr. Miriam Adelson and The Miriam Adelson Trust at a price of $44.00 per share. The company will not receive any proceeds from the sale, and the offering is expected to close on December 1, 2023. Goldman Sachs & Co. LLC and BofA Securities are acting as joint book-running managers for the offering.

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.

FAQ

What is the details of the secondary public offering announced by Las Vegas Sands Corp. (NYSE: LVS)?

Las Vegas Sands Corp. (NYSE: LVS) has announced the pricing of a secondary public offering of 46,264,168 shares of its common stock by Dr. Miriam Adelson and The Miriam Adelson Trust at a price of $44.00 per share. The company will not receive any proceeds from the sale, and the offering is expected to close on December 1, 2023. Goldman Sachs & Co. LLC and BofA Securities are acting as joint book-running managers for the offering.

Who are the joint book-running managers for the secondary public offering of Las Vegas Sands Corp. (NYSE: LVS)?

Goldman Sachs & Co. LLC and BofA Securities are acting as joint book-running managers for the secondary public offering of Las Vegas Sands Corp. (NYSE: LVS).

What is the price of the shares offered in the secondary public offering by Las Vegas Sands Corp. (NYSE: LVS)?

The shares offered in the secondary public offering by Las Vegas Sands Corp. (NYSE: LVS) are priced at $44.00 per share.

What is the expected closing date of the secondary public offering of Las Vegas Sands Corp. (NYSE: LVS)?

The secondary public offering of Las Vegas Sands Corp. (NYSE: LVS) is expected to close on December 1, 2023.

Will Las Vegas Sands Corp. (NYSE: LVS) receive any proceeds from the secondary public offering?

Las Vegas Sands Corp. (NYSE: LVS) will not receive any proceeds from the secondary public offering.

Is there a lock-up agreement related to the secondary public offering of Las Vegas Sands Corp. (NYSE: LVS)?

In connection with the secondary public 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.

What is the Share Repurchase related to the secondary public offering of Las Vegas Sands Corp. (NYSE: LVS)?

The company has agreed to repurchase 5,783,021 of the shares of common stock being offered in the secondary public 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 completion of the Share Repurchase is conditioned on, and is expected to close concurrently with, the closing of the offering.