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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)         September 23, 2020
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
001-3237327-0099920
(Commission File Number)(IRS Employer Identification No.)
  
3355 Las Vegas Boulevard South
Las Vegas,Nevada89109
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.001 par value)LVSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company 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 September 23, 2020 (the “Closing Date”), Las Vegas Sands Corp. (the “Borrower”) entered into Amendment No. 1 to Revolving Credit Agreement (the “Amendment”) with the lenders party thereto and The Bank of Nova Scotia (“Scotiabank”), as administrative agent (in such capacity, the “Administrative Agent”) with respect to the Revolving Credit Agreement, dated as of August 9, 2019 (as in effect prior to the effectiveness of the Amendment, the “Existing Revolving Credit Agreement”), by and among the Borrower, the Administrative Agent and the lenders and issuing banks from time to time party thereto.

Pursuant to the Amendment, the Existing Revolving Credit Agreement was amended to (a) remove the requirement for the Borrower to maintain a maximum consolidated leverage ratio of 4.00:1.00 as of the last day of any fiscal quarter of the Company during the period commencing on October 31, 2020, through and including December 31, 2021 (such period, the “Relevant Period”); (b) include a requirement for the Borrower to maintain a minimum liquidity of $350 million as of the last day of each month during the Relevant Period; (c) include a requirement for the Borrower to deliver a liquidity certificate to the Administrative Agent within seven business days of the last day of each month during the Relevant Period; and (d) include a limitation on the Borrower’s ability to declare or pay any dividend or other distribution during the period commencing on the Closing Date, through and including December 31, 2021, unless liquidity is greater than $1.0 billion on a pro forma basis after giving effect to such dividend or distribution.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full and complete text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01.Financial Statements and Exhibits.
 
(d)Exhibits
10.1†
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
 
 Certain identified information has been excluded from the exhibit because such information both (i) is not material and (ii) would be competitively harmful if publicly disclosed.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: September 23, 2020
 
 
 LAS VEGAS SANDS CORP.
 By: 
/S/ D. ZACHARY HUDSON
  Name:   D. Zachary Hudson
Title:     Executive Vice President, Global General Counsel and Secretary