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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 16, 2007
LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
001-32373 27-0099920
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(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
(702) 414-1000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 16, 2007, two subsidiaries of Las Vegas Sands Corp.,
Venetian Cotai Limited ("Venetian Cotai") and Venetian Macau Limited ("Venetian
Macau"), received the final draft of the Land Concession Agreement (the "Land
Concession") from the government of the Macau Special Administrative Region of
the People's Republic of China pursuant to which Venetian Cotai was awarded a
concession by lease of a portion of the west side of the reclaimed land between
the islands of Taipa and Coloane (which we refer to as the "Cotai Strip") in
Macau, including the site on which Venetian Cotai is building The Venetian
Macao Resort Hotel Casino (the "Land"). We accepted the terms and conditions of
the draft Land Concession and made an initial premium payment of 853,000,000
patacas ($106.5 million at exchange rates in effect on December 31, 2006) on
February 22, 2007.
The Land Concession will not become effective until the date it
is published in Macau's Official Gazette (the "Publication Date"). The initial
term of the Land Concession is 25 years from the Publication Date and it may be
successively renewed for an unlimited number of ten year terms in accordance
with applicable laws. Under the Land Concession, Venetian Cotai is obligated to
complete the development of the Land within 48 months of the Publication Date.
Venetian Cotai is obligated to pay premiums in consideration of the Land
Concession aggregating a total of 2,592,568,647 patacas ($323.7 million at
exchange rates in effect on December 31, 2006), inclusive of the 853,000,000
patacas initial premium payment described above. Venetian Cotai has paid, or
will pay, approximately 193,421,200 patacas ($24.1 million at exchange rates in
effect on December 31, 2006) of these premium amounts in the form of the cost
of the reclamation work and other works done on the Land and the installation
costs of an electrical substation on the Land. The remainder of the premium
amounts are to be paid upon the occurrence of specific events or will accrue
interest at the rate of 5% and will be payable in seven semi-annual
installments, with the first installment payment due on the six month
anniversary of the Publication Date. In addition, the Land Concession requires
Venetian Cotai to pay an annual rent of 12,169,740 patacas ($1.5 million at
exchange rates in effect on December 31, 2006) during the Land development
period and an annual rent of 23,299,213 patacas ($2.9 million at exchange rates
in effect on December 31, 2006) after completion of the development of the
Land. Venetian Cotai is obligated to obtain a bank guarantee securing the
annual rent payment amount due during the Land development period. The Land
Concession may be forfeited or rescinded upon the occurrence of various events,
including the failure to pay annual rent when due, the failure to comply with
certain of the Land Concession's terms and the interruption of construction
work for 90 days.
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, thereunto duly authorized.
Dated: February 23, 2007
LAS VEGAS SANDS CORP.
By: /s/ Scott Henry
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Name: Scott Henry
Title: Senior Vice President, Finance