Las Vegas Sands, Venetian Casino receive consents to amend 11% notes

New York, Feb. 15 - Las Vegas Sands Corp. said that its Las Vegas Sands Inc. and Venetian Casino Resort LLC subsidiaries have received the necessary consents to amend their outstanding 11% mortgage notes due 2010.

By the consent deadline of 5 p.m. ET on Feb. 14, holders had tendered $542.3 million, or 98%, of the notes.

Las Vegas Sands announced pricing for the tender on Feb. 11, saying that for notes tendered by the consent deadline it would pay $1,145.53 per $1,000 principal amount, including a $30 per $1,000 principal amount consent payment. The figure assumes a Feb. 25 payment date. Notes tendered after the consent deadline will not receive the consent payment. All tendering holders also will receive accrued and unpaid interest on the notes up to but not including the payment date.

Las Vegas Sands announced the tender offer on Feb. 1 and said it was also soliciting the consent of holders of a majority of the outstanding principal amount of the notes to proposed indenture changes aimed at eliminating substantially all of the restrictive covenants and certain events of default.

Las Vegas Sands, a Las Vegas-based gaming and lodging company, said the tender offer and consent solicitation would expire at midnight ET on March 1.

The basic tender offer consideration was set on Feb. 10 according to a formula that includes a 50 basis point fixed spread over the yield of the designated reference security, the 2½% U.S. Treasury note due May 31, 2006. The tender consideration per $1,000 principal amount of notes will be an amount equal to (i) the present value on the early payment date of $1,055.00 per $1,000 principal amount (the redemption price payable for the notes on their first call date of June 15, 2006) and all scheduled interest payments on the notes from the early payment date up to and including June 15, 2006, calculated based on the assumption that the notes will be redeemed in full on that date, discounted on the basis of a yield to June 15, 2006 equal to the sum of (a) the yield to maturity on the reference security as calculated by the dealer manager on the pricing date, plus (b) the fixed spread, minus (ii) accrued and unpaid interest, to but not including the early payment date, minus (iii) the consent payment.

Tendered notes may be withdrawn and related consents may be revoked at any time before the consent deadline, but not afterward.

The tender offer is being conducted simultaneously with an offering of new senior notes by Las Vegas Sands Corp. - the parent company of Las Vegas Sands Inc. and Venetian - and with an amendment to the existing credit agreement of the two subsidiaries that, among other things, is expected to increase their borrowing capacity under such a facility. Las Vegas Sands/Venetian expects to use the proceeds from these financing transactions and, possibly, existing funds to fund the tender offer. The company expects to realize "significant" reductions in interest expense from these transactions.

The tender offer is subject to conditions, including the receipt of consents from the holders of at least a majority of the outstanding principal amount of the notes and the execution of a supplemental indenture, and the completion, along with related funding, of the announced financing transactions on satisfactory terms so that Las Vegas Sands/Venetian receives sufficient funds to consummate the tender offer.

Goldman, Sachs & Co. is the dealer manager and solicitation agent (800 828-3182 or 212 357-3019). The depositary is U.S. Bank NA. D.F. King & Co. Inc. is the information agent (bankers and brokers call collect at 212 269-5550; others call 800 769-5414).

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