By Paul A. Harris
St. Louis, Nov. 12 - Las Vegas Sands Corp. announced that on Monday it issued 5,196,300 units comprised of shares of 10% series A cumulative perpetual preferred stock and warrants to purchase common shares.
The sale generated $525 million of proceeds.
Goldman Sachs & Co. was the bookrunner for the public offering.
The units were priced concurrently with an offering of up to 200 million shares of common stock.
Concurrently the company entered into an agreement with the family of Sheldon G. Adelson, its chairman and CEO and principal stockholder, whereby the company will sell to the Adelson family 5,250,000 shares of series A preferred stock and warrants to purchase 87,500,175 shares of common stock at an exercise price of $6 per share, on the same terms as those offered in the underwritten offering.
The agreement also requires that the Adelson family convert its 6.5% convertible senior notes due 2013 into shares of the company's common stock at a conversion price equal to the public offering price of $5.50 per share for the common stock, which would normally require approval of stockholders.
However, the members of the audit committee of the company's board of directors have determined that any delay caused by securing shareholder approval prior to the issuance of these shares of common stock in connection with the conversion of the convertible senior notes would seriously jeopardize the ability to complete the offerings as well as the financial viability of the company.
Proceeds will be used for general corporate purposes, which may include debt repayment and capital expenditures.
The issuer is a Las Vegas-based gaming, lodging and entertainment company.
| Issuer: | Las Vegas Sands Corp.
|
| Amount: | $525 million
|
| Maturity: | Perpetual
|
| Security description: | Units consisting of one share of 10% series A cumulative perpetual preferred stock and one warrant to purchase 16.6667 shares of common stock
|
| Number of units issued: | 5,196,300
|
| Dividend: | 10%
|
| Price: | $100 per unit
|
| Bookrunner: | Goldman Sachs & Co.
|
| Call features: | Callable Nov. 15, 2011 at $110.00 per share
|
| Trade date: | Nov. 10
|
| Distribution: | Public
|
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