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Las Vegas Sands (NYSE: LVS) sells $1B in 2031 and 2033 senior notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Las Vegas Sands Corp. completed an underwritten public offering of $500 million of 5.300% Senior Notes due 2031 and $500 million of 5.650% Senior Notes due 2033. These unsecured senior notes were issued under the company’s existing shelf registration and an indenture with U.S. Bank Trust Company.

The company intends to use the net proceeds, together with cash on hand, to redeem in full $1.0 billion of 3.500% Senior Notes due August 2026, pay transaction fees and expenses, and for general corporate purposes. The notes are callable before their Par Call Dates at a make-whole price and at par thereafter, include change-of-control repurchase rights at 101% of principal, and are subject to gaming authority redemption requirements and customary covenants and events of default.

Positive

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Negative

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Insights

Las Vegas Sands refinances 2026 debt with longer-dated, higher-coupon notes.

Las Vegas Sands issued two unsecured senior note tranches of $500 million each, maturing in 2031 and 2033, at coupons of 5.300% and 5.650%. Proceeds, plus cash, are earmarked to redeem $1.0 billion of 3.500% notes due in August 2026.

This extends the company’s debt maturity profile but at higher interest cost relative to the redeemed 3.500% notes. The notes carry standard senior unsecured status, no subsidiary guarantees, and covenants on liens, sale-leasebacks, and major asset transactions.

Key protections include a change-of-control offer at 101% of principal and redemption provisions, including Par Call Dates in April 2031 and March 2033. Overall impact appears as a routine refinancing and liability management exercise based on the disclosed terms.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2031 notes principal $500 million 5.300% Senior Notes due 2031 issued in offering
2033 notes principal $500 million 5.650% Senior Notes due 2033 issued in offering
Coupon rate 2031 notes 5.300% per year Interest rate on Senior Notes due May 15, 2031
Coupon rate 2033 notes 5.650% per year Interest rate on Senior Notes due May 18, 2033
Debt to be redeemed $1.0 billion 3.500% Senior Notes due August 2026 to be redeemed
Change-of-control repurchase price 101% of principal Repurchase offer upon change of control triggering events
Senior Notes financial
"5.300% Senior Notes due 2031; 5.650% Senior Notes due 2033"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Notes were issued under an indenture, dated as of July 31, 2019"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Par Call Date financial
"Prior to April 15, 2031, in the case of the 2031 Notes and prior to March 18, 2033, in the case of the 2033 Notes (each such date a “Par Call Date”)"
The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.
change of control triggering events financial
"Upon the occurrence of certain change of control triggering events, the Company will be required to offer to repurchase the Notes"
sale and leaseback transactions financial
"covenants, subject to customary exceptions and qualifications, that limit the ability of the Company and its subsidiaries to, among other things •incur liens; •enter into sale and leaseback transactions"
events of default financial
"The Indenture also provides for customary events of default."
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Understanding 8-K Material Events →
0001300514false00013005142026-05-132026-05-13


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)         May 13, 2026
Sands Logo LtBackground-873.jpg
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.)
5420 S. Durango Dr.,
Las Vegas, Nevada89113
(Address of principal executive offices) (Zip Code)
(702) 923-9000
(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.
5.300% Senior Notes due 2031; 5.650% Senior Notes due 2033
On May 13, 2026, Las Vegas Sands Corp. (the “Company”) completed its previously announced underwritten public offering of an aggregate principal amount of $500 million of the Company’s 5.300% Senior Notes due 2031 (the “2031 Notes”) and $500 million of the Company’s 5.650% Senior Notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were offered and sold pursuant to a prospectus, dated November 3, 2023, forming a part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-275303) and a prospectus supplement, dated May 4, 2026. The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to (i) redeem in full the outstanding $1.0 billion aggregate principal amount of the Company’s 3.500% Senior Notes due August 2026 and any accrued interest, (ii) pay transaction-related fees and expenses and (iii) for general corporate purposes.
The Notes are unsecured, senior obligations of the Company. The Notes will rank equally with the Company’s other unsecured and unsubordinated obligations. None of the Company’s subsidiaries will guarantee the Notes.
The Indenture
The Notes were issued under an indenture, dated as of July 31, 2019 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), as supplemented by a tenth supplemental indenture, dated as of May 13, 2026 (the “Tenth Supplemental Indenture”) and an eleventh supplemental indenture, dated as of May 13, 2026 (the “Eleventh Supplemental Indenture”), each between the Company and the Trustee, establishing the terms of the Notes (the Base Indenture, as so supplemented by the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture, the “Indenture”).
The 2031 Notes will accrue interest at the rate of 5.300% per year and will mature on May 15, 2031. Interest on the 2031 Notes will be payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2026. The 2033 Notes will accrue interest at the rate of 5.650% per year and will mature on May 18, 2033. Interest on the 2033 Notes will be payable semi-annually in arrears on May 18 and November 18, commencing on November 18, 2026.
Prior to April 15, 2031, in the case of the 2031 Notes and prior to March 18, 2033, in the case of the 2033 Notes (each such date a “Par Call Date”), the Company may redeem the Notes of the applicable series, in whole or in part, at a redemption price equal to the greater of: (1) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of the applicable series to be redeemed discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate and (2) 100% of the principal amount of the Notes of the applicable series to be redeemed, plus, in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after the applicable Par Call Date, at 100% of the aggregate principal amount of the applicable series being redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Notes are subject to redemption requirements imposed by gaming authorities in jurisdictions where the Company operates. Upon the occurrence of certain change of control triggering events, the Company will be required to offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest to, but not including, the repurchase date.
The Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of the Company and its subsidiaries to, among other things:
•incur liens;
•enter into sale and leaseback transactions; and
•consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets on a consolidated basis.
The Indenture also provides for customary events of default.


The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the Base Indenture, a copy of which is incorporated in this Current Report on Form 8-K by reference as Exhibit 4.1, and the Tenth Supplemental Indenture and Eleventh Supplemental Indenture, copies of which are attached as Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference.
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 in Item 1.01 above with respect to the Notes and the Indenture is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. 		Description
4.1
Indenture, dated as of July 31, 2019, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Las Vegas Sands Corp.’s Current Report on Form 8-K filed on July 31, 2019).
4.2
Tenth Supplemental Indenture, dated as of May 13, 2026, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.300% Notes due 2031.
4.3
Eleventh Supplemental Indenture, dated as of May 13, 2026, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.650% Notes due 2033.
4.4
Form of Las Vegas Sands Corp.’s 5.300% Notes due 2031 (included in Exhibit 4.2 hereto).
4.5
Form of Las Vegas Sands Corp.’s 5.650% Notes due 2033 (included in Exhibit 4.3 hereto).
5.1
Opinion of D. Zachary Hudson.
5.2
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1
Consent of D. Zachary Hudson (included in Exhibit 5.1).
23.2
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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: May 13, 2026

  
 LAS VEGAS SANDS CORP.
 By: 
/S/ RANDY HYZAK
  Name:   Randy Hyzak
Title:     Executive Vice President and Chief Financial Officer
   


Source: View Original Filing on SEC EDGAR

FAQ

What new debt did Las Vegas Sands (LVS) issue in this 8-K?

Las Vegas Sands issued two unsecured senior note tranches: $500 million of 5.300% Senior Notes due 2031 and $500 million of 5.650% Senior Notes due 2033. Both were sold via an underwritten public offering under its existing shelf registration.

How will Las Vegas Sands (LVS) use the proceeds from the new senior notes?

The company plans to use the net proceeds, plus cash on hand, to redeem in full $1.0 billion of 3.500% Senior Notes due August 2026, pay transaction-related fees and expenses, and for general corporate purposes, according to the disclosed use of proceeds.

What are the key terms of Las Vegas Sands’ 2031 and 2033 senior notes?

The 2031 notes carry a 5.300% annual coupon and mature on May 15, 2031, with semi-annual interest. The 2033 notes carry a 5.650% coupon and mature on May 18, 2033, also paying interest semi-annually starting in November 2026.

Can Las Vegas Sands redeem the new notes before maturity?

Yes. Before each series’ Par Call Date, the company may redeem notes at a make-whole price. On or after the Par Call Date, it may redeem at 100% of principal plus accrued interest, providing flexibility in managing its debt profile.

What investor protections are included in Las Vegas Sands’ new notes?

If specified change of control triggering events occur, the company must offer to repurchase the notes at 101% of principal plus accrued interest. The indenture also contains covenants on liens, sale-leaseback transactions, and major asset transfers, plus customary events of default.

Are Las Vegas Sands’ new senior notes guaranteed by its subsidiaries?

No. The filing states that none of the company’s subsidiaries will guarantee the notes. The 2031 and 2033 notes are unsecured, senior obligations of Las Vegas Sands Corp. and rank equally with its other unsecured, unsubordinated obligations.

Filing Exhibits & Attachments

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