Long-Term Debt

3 Months Ended

Mar. 31, 2020

Long-term debt consists of the following:



	March 31, 2020			December 31, 2019
	(In millions)
Corporate and U.S. Related⁽¹⁾:
3.200% Senior Notes due 2024 (net of unamortized original issue discount and deferred financing costs of $14)	$	1,736		$	1,736
2.900% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $5)	495			495
3.500% Senior Notes due 2026 (net of unamortized original issue discount and deferred financing costs of $11 and $12, respectively)	989			988
3.900% Senior Notes due 2029 (net of unamortized original issue discount and deferred financing costs of $8)	742			742
Macao Related⁽¹⁾:
4.600% Senior Notes due 2023 (net of unamortized original issue discount and deferred financing costs of $10 and $11, respectively, and a positive cumulative fair value adjustment of $11)	1,801			1,800
5.125% Senior Notes due 2025 (net of unamortized original issue discount and deferred financing costs of $13 and a positive cumulative fair value adjustment of $11)	1,798			1,798
5.400% Senior Notes due 2028 (net of unamortized original issue discount and deferred financing costs of $18 and $19, respectively, and a positive cumulative fair value adjustment of $11 and $12, respectively)	1,893			1,893
Other	19			17
Singapore Related⁽¹⁾:
2012 Singapore Credit Facility — Term (net of unamortized deferred financing costs of $49 and $54, respectively)	2,849			3,023
	12,322			12,492
Less — current maturities	(69		)	(70		)
Total long-term debt	$	12,253		$	12,422

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(1)	Unamortized deferred financing costs of $94 million and $100 million as of March 31, 2020 and December 31, 2019, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the Singapore Delayed Draw Term Facility are included in other assets, net in the accompanying condensed consolidated balance sheets.

LVSC Revolving Facility

As of March 31, 2020, the Company had $1.50 billion of available borrowing capacity under the LVSC Revolving Facility, net of outstanding letters of credit.

2018 SCL Credit Facility

During March 2020, Sands China Ltd. (“SCL”) entered into a waiver and amendment request letter (the “Waiver Letter”) with respect to certain provisions of the 2018 SCL Credit Facility, pursuant to which lenders (a) waived the requirements for SCL to comply with the requirements that SCL ensure the maximum consolidated leverage ratio does not exceed 4.0x and minimum consolidated interest coverage ratio of 2.5x for any quarterly period ending during the period beginning on, and including, January 1, 2020 and ending on, and including, July 1, 2021 (the “Relevant Period”) (other than with respect to the financial year ended on December 31, 2019); (b) waived any default that may arise as a result of any breach of said requirements during the Relevant Period (other than with respect to the financial year ended on December 31, 2019); and (c) extended the period of time during which SCL may supply the agent with (i)

its audited consolidated financial statements for the financial year ended on December 31, 2019, to April 30, 2020; and (ii) its audited consolidated financial statements for the financial year ending on December 31, 2020, to April 30, 2021. Pursuant to the Waiver Letter, SCL agreed to pay a customary fee to the lenders that consented.

As of March 31, 2020, SCL had $2.02 billion of available borrowing capacity under the 2018 SCL Revolving Facility comprised of Hong Kong dollar commitments (13.81 billion Hong Kong dollars or “HKD,” approximately $1.78 billion at exchange rates in effect on March 31, 2020) and U.S. dollar commitments ($237 million).

2012 Singapore Credit Facility

As of March 31, 2020, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”), had SGD 592 million (approximately $416 million at exchange rates in effect on March 31, 2020) of available borrowing capacity under the 2012 Singapore Revolving Facility, net of outstanding letters of credit, primarily consisting of a banker’s guarantee pursuant to a development agreement for SGD 153 million (approximately $107 million at exchange rates in effect on March 31, 2020).

There were no loans borrowed under the Delayed Draw Term Facility as of March 31, 2020.

Debt Covenant Compliance

As of March 31, 2020, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

The estimated fair value of the Company’s long-term debt as of March 31, 2020 and December 31, 2019, was approximately $11.65 billion and $13.21 billion, respectively, compared to its contractual value of $12.40 billion and $12.58 billion, respectively. The estimated fair value of our long-term debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).