Las Vegas Sands (NYSE: LVS) sells $500M 2031 and $500M 2033 notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Las Vegas Sands Corp. agreed to sell $500,000,000 of 5.300% Senior Notes due 2031 and $500,000,000 of 5.650% Senior Notes due 2033 under an underwriting agreement with a syndicate of banks. The notes will be sold at public offering prices of 99.787% and 99.873% of principal, respectively, with closing expected on or about May 13, 2026, subject to customary closing conditions. The agreement includes customary representations, covenants, indemnification, and involves underwriters that also provide other banking and lending services to the company.
Positive
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Insights
Las Vegas Sands is raising long-term capital via two new bond issues.
Las Vegas Sands Corp. is issuing $500,000,000 of 5.300% Senior Notes due 2031 and $500,000,000 of 5.650% Senior Notes due 2033. Both tranches are priced slightly below par at 99.787% and 99.873% of principal, which is typical for investment-grade style offerings.
The notes are sold through an underwriting syndicate led by major banks, under an agreement with customary representations, covenants, indemnification and closing conditions. Several underwriters or their affiliates also act as lenders under the company’s credit facilities, which aligns this deal with its existing banking relationships.
The offering is expected to close on or about May 13, 2026. Future disclosures in company filings may specify how these proceeds interact with existing debt and credit facilities, which would help clarify any impact on leverage and interest expense.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
2031 notes principal: $500,000,000
2033 notes principal: $500,000,000
2031 coupon: 5.300%
+4 more
7 metrics
2031 notes principal
$500,000,000
Aggregate principal amount of 5.300% Senior Notes due 2031
2033 notes principal
$500,000,000
Aggregate principal amount of 5.650% Senior Notes due 2033
2031 coupon
5.300%
Interest rate on Senior Notes due 2031
2033 coupon
5.650%
Interest rate on Senior Notes due 2033
2031 offering price
99.787%
Public offering price as percentage of principal for 2031 notes
2033 offering price
99.873%
Public offering price as percentage of principal for 2033 notes
Expected closing date
May 13, 2026
Planned closing of the senior notes offering
Key Terms
Underwriting Agreement, Senior Notes, public offering price, customary closing conditions, +1 more
5 terms
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”), among the Company, Barclays Capital Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
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.
public offering price financial
"at a public offering price equal to 99.787% of the aggregate principal amount"
The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.
customary closing conditions financial
"The offering is expected to close ... subject to satisfaction of customary closing conditions."
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
indemnification financial
"It also provides for customary indemnification by each of the Company and the Underwriters"
A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.
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 4, 2026
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation) | ||||||||
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||
| 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 8.01. | Other Events. | ||||
On May 4, 2026, Las Vegas Sands Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), among the Company, Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein (the “Underwriters”), to issue and sell (i) $500,000,000 aggregate principal amount of the Company’s 5.300% Senior Notes due 2031 at a public offering price equal to 99.787% of the aggregate principal amount of the 2031 Notes and (ii) $500,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2033 at a public offering price equal to 99.873% of the aggregate principal amount of the 2033 Notes. The offering is expected to close on or about May 13, 2026, subject to satisfaction of customary closing conditions.
The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. In addition, certain of the Underwriters and their respective affiliates are lenders, and in some cases agents for the lenders, under the Company’s credit facilities.
The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full and complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||
| 1.1 | Underwriting Agreement, dated May 4, 2026, between Las Vegas Sands Corp. and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc. | ||||
| 104 | Cover 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 5, 2026
| LAS VEGAS SANDS CORP. | |||||||||||
| By: | /S/ RANDY HYZAK | ||||||||||
| Name: Randy Hyzak Title: Executive Vice President and Chief Financial Officer | |||||||||||
FAQ
What debt securities is Las Vegas Sands (LVS) issuing in this 8-K?
Las Vegas Sands is issuing $500,000,000 of 5.300% Senior Notes due 2031 and $500,000,000 of 5.650% Senior Notes due 2033. Both note series are being sold to underwriters under a detailed underwriting agreement.
At what prices are the new Las Vegas Sands (LVS) notes being offered?
The 2031 notes are offered at 99.787% of aggregate principal, and the 2033 notes at 99.873% of aggregate principal. These prices are slightly below par, a common structure for public bond offerings.
When is the Las Vegas Sands (LVS) note offering expected to close?
The offering is expected to close on or about May 13, 2026, subject to customary closing conditions. These conditions typically cover delivery of documents, legal opinions, and the absence of material adverse developments.
Who are the underwriters for the new Las Vegas Sands (LVS) senior notes?
The underwriting syndicate is led by Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, and SMBC Nikko Securities America, Inc.. They act as representatives for several underwriters named in the agreement.
What are the key features of the underwriting agreement for Las Vegas Sands (LVS)?
The underwriting agreement includes customary representations, warranties, covenants, closing conditions, and indemnification provisions. It also provides for contribution among parties regarding certain liabilities related to the offering.
Do the underwriters have other relationships with Las Vegas Sands (LVS)?
Yes. Certain underwriters and their affiliates have provided financial advisory and investment banking services to Las Vegas Sands and act as lenders or agents under the company’s credit facilities, receiving customary fees.