8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)         June 7, 2018

LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
001-32373	27-0099920
(Commission File Number)	(IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA	89109
(Address of principal executive offices)	(Zip Code)

 (702) 414-1000

 (Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 1.01. Entry Into a Material Definitive Agreement.

On June 7, 2018 (the “Closing Date”), Las Vegas Sands, LLC (“LVS” or the “Borrower”), a direct, wholly owned subsidiary of Las Vegas Sands Corp. (the "Company"), and certain of the Borrower’s other domestic subsidiaries (the “Guarantors”) entered into an Incremental Assumption Agreement and Sixth Amendment (the “Amendment Agreement”) with the Incremental Term Lenders party thereto and The Bank of Nova Scotia (“Scotiabank”), as Administrative Agent and Collateral Agent relating to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2013 (as amended previously, the “Existing Credit Agreement” and, as amended by the Amendment Agreement, the “Amended Credit Agreement”), among LVS, as Borrower, the Guarantors, various Lenders, Scotiabank, as Administrative Agent and Collateral Agent, and the other parties thereto. Capitalized terms used herein and not defined herein are defined in the Amended Credit Agreement.

Pursuant to the Amendment Agreement, LVS, among other things, incurred incremental term loans (the “Incremental Term Loans”) in an aggregate amount of $1,350,000,000. The Incremental Term Loans were fully drawn on the Closing Date. The incurrence of the Incremental Term Loans is permitted as incremental term loans under the Amended Credit Agreement and is subject to the terms of the Amended Credit Agreement and to additional terms set forth in the Amendment Agreement. The Incremental Term Loans are pari passu with, and have terms substantially identical to, those terms applicable to the Term B Loans outstanding under the Amended Credit Agreement.

Some of the lenders, agents and arrangers under the Amendment Agreement and Amended Credit 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 will receive customary compensation.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated herein by reference.

ITEM 8.01. Other Events.

In November 2016, the Company's Board of Directors authorized the repurchase of $1.56 billion of its outstanding common stock, which authorization expires in November 2018. In connection with the closing of the Amendment Agreement, the Company’s Board of Directors has authorized increasing the repurchase amount to $2.5 billion and extending the expiration date to November 2, 2020. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions.

ITEM 9.01. Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release, dated June 7, 2018

INDEX TO EXHIBITS

99.1 Press Release, dated June 7, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 7, 2018

LAS VEGAS SANDS CORP.
By:	/S/PATRICK DUMONT
	Name:   Patrick Dumont Title:     Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Press Release

For Immediate Release

Las Vegas Sands Announces Increases in U.S. Term Loan and Share Repurchase Program

Las Vegas, NV June 7, 2018 —Las Vegas Sands Corp. (NYSE: LVS) announced today it has entered into an amendment agreement that increases the amount of its U.S. term loan by $1.35 billion. The company said it intends to use the proceeds to support its share repurchase program and for general corporate purposes. In addition, the company’s Board of Directors has authorized an increase in the size of the company’s share repurchase program - from $1.56 billion to $2.5 billion - while also extending the expiration date.

“Our company has the financial strength to continue enhancing our industry-leading efforts to return capital to our shareholders. At the same time, we are able to maintain the flexibility needed to heavily reinvest in our current portfolio of properties and also pursue and ultimately develop new multi-billion dollar Integrated Resorts in key markets around the world. This is another example of our company continuing to execute on our core strategic initiatives,” said Sands Chairman and Chief Executive Officer Sheldon G. Adelson.

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Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. 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, the uncertainty of whether efforts to return capital to shareholders will continue and whether a new Integrated Resort will ultimately be developed, 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 information.

About Las Vegas Sands Corp.

Las Vegas Sands Corp. (NYSE: LVS) is the world's pre-eminent developer and operator of world-class Integrated Resorts that feature luxury hotels; best-in-class gaming; retail; dining and entertainment; Meetings, Incentives, Convention and Exhibition (MICE) facilities; and many other business and leisure amenities. LVS pioneered the MICE-driven Integrated Resort, a unique, industry-leading and extremely successful model that serves both the business and leisure tourism markets.

The company’s properties include The Venetian and The Palazzo resorts and Sands Expo in Las Vegas, Sands Bethlehem in Eastern Pennsylvania, and the iconic Marina Bay Sands in Singapore. Through majority ownership in Sands China Ltd., LVS owns a portfolio of properties on the Cotai Strip in Macao, including The Venetian Macao, The Plaza and Four Seasons Hotel Macao, Sands Cotai Central and The Parisian Macao, as well as the Sands Macao on the Macao Peninsula.

LVS is dedicated to being a good corporate citizen, anchored by the core tenets of delivering a great working environment for its 50,000 team members worldwide, driving impact through its Sands Cares corporate giving program and leading innovation with the company’s award-winning Sands ECO360 global sustainability program. To learn more, please visit www.sands.com.

Contacts:

Investment Community:

Daniel Briggs

(702) 414-1221

Media:

Ron Reese

(702) 414-3607