LAS VEGAS SANDS CORP. (NYSE:LVS) Files An 8-K Entry into a Material Definitive Agreement
Entry into a Material Definitive Agreement.
On April 3, 2019, Marina Bay Sands Pte. Ltd. (“MBS”), an indirect wholly owned subsidiary of Las Vegas Sands Corp. (the “Company”), and the Singapore Tourism Board (the “STB”) entered into a Development Agreement (the “Development Agreement”) to which MBS will construct a development, which includes a comprehensive range of integrated amenities for tourism, recreation, entertainment and life>
The Development Agreement contains provisions relating to the construction of the MBS Expansion Project and associated deadlines for completion, insurance and limitations on MBS’ ability to assign the lease or sub-let any portion of the Land. In addition, the Development Agreement contains events of default, including, among other things, the failure of MBS to perform its obligations under the Development Agreement. The Development Agreement also contains, among other things, restrictions limiting the use of the Land to the development and operation of the MBS Expansion Project and requirements that MBS obtain the prior approval of the STB in order to subdivide the Land or any building thereon, which approval, if given, will be subject to such terms and conditions as may be determined by the STB.
The Development Agreement makes provision for the following benefits and entitlements conferred on MBS on specified terms and conditions: MBS will be entitled to make available for gaming an additional 1,000 gaming machines over and above its existing 2,500 gaming machines; MBS is granted approval for the change of use of the area comprising the whole of the 55th floor of MBS’ hotel tower 1, or such other areas as may be agreed within hotel tower 1, to be developed and used as part of MBS’ casino; and MBS is granted an option to purchase an additional 2,000 square meters of casino gaming area at a price to be determined by the relevant Singapore government authority upon written request by MBS to exercise the option. In addition, the Development Agreement contemplates that for a period of not less than 10 years commencing no sooner than March 1, 2022, the rate of casino tax applicable to MBS will not exceed specified tiered rates; there shall not be more than two casino licenses in force under the Casino Control Act at any time prior to January 1, 2031; and for a period of five years from the date of the Development Agreement, the entry levy payable by a Singapore citizen or permanent resident for entry into the casino will not exceed SGD 150 for a 24-hour period and SGD 3,000 for a 12-month period. The Development Agreement also provides for MBS to be entitled to compensation by STB for any losses or damages suffered under certain conditions and events related to the above-described benefits and entitlements. The Development Agreement further provides MBS must maintain compliance with the material terms of the Development Agreement to obtain the above-described benefits and entitlements.
On or before the April 10, 2019, MBS is required to make payments to various governmental agencies in Singapore for premiums, deposits, stamp duty, goods and services tax and other fees in an aggregate amount of approximately SGD 1.5 billion (approximately $1.1 billion at exchange rates in effect on April 2, 2019) (the “Effective Date”).
Regulation FD Disclosure.
On April 3, 2019, the Company issued a press release announcing entry by MBS into the Development Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Financial Statements and Exhibits.
Press Release, dated April 3, 2019.
LAS VEGAS SANDS CORP Exhibit
EX-99.1 2 lvs_ex991x04032019.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1Press Release For Immediate ReleaseLas Vegas Sands Enters into Agreement with Singapore Government to Expand Marina Bay Sands IRWorld-Class Arena,…
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About LAS VEGAS SANDS CORP. (NYSE:LVS)
Las Vegas Sands Corp. is a developer of destination properties (integrated resorts) that offers accommodations, gaming, entertainment and retail, convention and exhibition facilities, celebrity chef restaurants and other amenities. The Company owns and operates integrated resorts in Asia and the United States. The Company’s principal operating and developmental activities occur in three geographic areas: Macao, Singapore and the United States. In Macao, the Company’s segments are The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and Other Asia (comprises the Company’s ferry operations and various other operations). In Singapore, the Company’s segment is Marina Bay Sands. In the United States, the Company’s segments are The Venetian Las Vegas, which includes the Sands Expo Center and The Palazzo, and Sands Bethlehem. It also offers players club loyalty programs at its properties, which provide access to rewards, privileges and members-only events.