Sands China Plans Senior Notes Offering to Redeem 2027 Debt

Las Vegas Sands Corp. announced on October 26, 2026 that its majority-owned subsidiary Sands China Ltd. intends to offer USD-denominated senior unsecured notes, with net proceeds and cash on hand earmarked to redeem in full US$700 million of 2.300% senior notes due March 8, 2027 and to repay an outstanding revolving credit balance.

The principal amounts, interest rates and other key terms of the offering will be determined at the time of pricing, the company said.

In a separate inside-information announcement dated Macao, October 27, 2026, Sands China said in a Hong Kong exchange filing that completion of the proposed offering remains subject to market conditions and investor interest. Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC have been appointed as joint bookrunners, with pricing to be determined through a book-building exercise the banks will conduct. The notes, if issued, will be repayable at maturity unless earlier redeemed or repurchased pursuant to their terms. The aggregate principal amount and the terms and conditions of the notes had not been determined as of the announcement date.

Use of Proceeds

If the notes are issued, Sands China intends to use the net proceeds and cash on hand to redeem in full the outstanding principal amount of the US$700 million 2.300% senior notes due 2027 and any accrued interest, repay the outstanding balance on its 2024 revolving facility, and fund general corporate purposes, including capital expenditures.

The notes targeted for redemption are 2.300% senior notes due March 8, 2027, with a total outstanding principal amount of US$700 million consisting of an unregistered series and a registered series, according to the filing’s definitions. The unregistered series of US$700,000,000 was issued on September 23, 2021 and has US$927,000 outstanding following an exchange offer. The registered series of US$699,073,000 was issued on August 10, 2022 in exchange for an equal principal amount of the unregistered notes that were validly tendered.

The revolving balance to be repaid sits under a facilities agreement Sands China entered into on October 23, 2024, with Bank of China Limited, Macau Branch acting as agent for the lenders. That agreement made available a HK$19.50 billion unsecured revolving credit facility, approximately US$2.49 billion at exchange rates in effect on June 30, 2026, and a HK$12.95 billion unsecured term loan facility, approximately US$1.65 billion on the same basis.

Offering Restrictions and Listing Plan

The notes have not been registered under the U.S. Securities Act of 1933 or the securities laws of any other jurisdiction. They may be offered and sold only to professional investors that are qualified institutional buyers in reliance on Rule 144A, and to non-U.S. persons outside the United States in reliance on Regulation S. None of the notes will be offered or sold to the public in Hong Kong, and none will be placed with any connected person of Sands China under the exchange’s listing rules.

Sands China proposes to seek a listing of the notes on the Hong Kong Stock Exchange and has received an eligibility letter from the exchange for the listing.

Both companies said no binding agreement for the proposed offering had been entered into as of the announcement dates, and that the proposed offering may or may not materialize. They urged investors and shareholders to exercise caution when dealing in the securities of Las Vegas Sands Corp. and Sands China.

Issuer and Financial Background

Sands China is an exempted company incorporated in the Cayman Islands on July 15, 2009, with its shares listed on the Main Board of the Hong Kong Stock Exchange. Las Vegas Sands holds a majority ownership stake in the company.

Las Vegas Sands reported on October 21, 2026 that Sands China’s third-quarter net revenues increased 1.4% to $1.93 billion compared with the prior-year quarter, while Sands China net income decreased 29.8% to $191 million from $272 million. During the quarter, Las Vegas Sands purchased 62 million Sands China shares for HKD 793 million, approximately $101 million at exchange rates in effect at the time of the transactions, raising its ownership of Sands China to 75.56% as of September 30, 2026.

Las Vegas Sands held unrestricted cash of $2.86 billion as of September 30, 2026, against total debt outstanding of $15.30 billion, net of deferred offering costs and original issue discounts and excluding finance leases, the company reported. It had $4.27 billion available for borrowing under its U.S., Sands China and Singapore revolving credit facilities, net of outstanding letters of credit. Third-quarter capital expenditures totaled $281 million, including $154 million in Macao.

Sands China said it will make a further announcement on the proposed offering if a binding purchase agreement with the initial purchasers is signed.