Las Vegas Sands Corp. filed a Form 8-K on November 3, 2026, disclosing that its majority-owned subsidiary Sands China Ltd. completed a private offering of two series of senior unsecured notes totaling $1.0 billion in aggregate principal amount.

Key Highlights

  • Total offering size: $1.0 billion in aggregate principal amount across two note series.
  • 2032 Notes: $700 million of 6.400% Senior Notes maturing January 8, 2032, with interest payable semi-annually on January 8 and July 8, commencing January 8, 2027.
  • 2033 Notes: $300 million of 6.700% Senior Notes maturing November 8, 2033, with interest payable semi-annually on May 8 and November 8, commencing May 8, 2027.
  • Use of proceeds: Sands China intends to use net proceeds and cash on hand to redeem in full its outstanding $700 million 2.300% senior notes due 2027, repay the balance on its 2024 SCL Revolving Facility, and fund general corporate purposes including capital expenditures.
  • Change of control provision: Upon certain change of control triggering events, Sands China must offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest.
  • Trustee: U.S. Bank Trust Company, National Association, serves as trustee under the Indenture dated November 3, 2026.
  • Listing: Each series of Notes will be listed on The Stock Exchange of Hong Kong Limited.

Sands China's $1 Billion Dual-Tranche Note Issuance: Terms and Structure

According to the filing, Sands China Ltd., a majority-owned subsidiary of Las Vegas Sands Corp. (NYSE:LVS), completed on November 3, 2026, a private offering exempt from Securities Act registration requirements. The two-tranche structure consists of $700 million of 6.400% Senior Notes due 2032 and $300 million of 6.700% Senior Notes due 2033. The notes were sold exclusively to Professional Investors that are qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, the filing states.

The filing describes the Notes as "general senior unsecured obligations of Sands China" that rank equally with all existing and future senior unsecured debt and senior to any future subordinated debt. The Notes are, however, effectively subordinated to any future secured debt of Sands China to the extent of collateral value, and structurally subordinated to liabilities of Sands China's subsidiaries. The filing notes that none of Sands China's subsidiaries will guarantee the Notes. Sands China retains optional redemption rights: the 2032 Notes may be redeemed on or after December 8, 2031, and the 2033 Notes on or after September 8, 2033, each at 100% of principal plus accrued interest. Prior to those dates, redemptions are permitted at 100% of principal plus a "make-whole" premium.

The Indenture, the filing discloses, contains covenants limiting the ability of Sands China and its subsidiaries to incur liens, enter into sale and leaseback transactions, and consolidate, merge, or dispose of substantially all assets on a consolidated basis, subject to customary exceptions. The filing also notes the Indenture provides for customary events of default. D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary, signed the report on behalf of Las Vegas Sands Corp.

What Was Disclosed

Las Vegas Sands Corp. reported through an 8-K that subsidiary Sands China completed a $1.0 billion dual-tranche senior unsecured notes offering on November 3, 2026, detailing the use of proceeds, redemption terms, ranking, covenants, and trustee arrangements.