LAS VEGAS SANDS CORP FORM 424B4 (Prospectus filed pursuant to Rule 424(b)(4)) Filed 12/15/04 Address 3355 LAS VEGAS BOULEVARD, SOUTH ROOM 1A LAS VEGAS, NV 89109 Telephone (702) 414-1000 CIK 0001300514 Symbol LVS SIC Code 7011 - Hotels and Motels Industry Casinos & Gaming Sector Services Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. LAS VEGAS SANDS CORP FORM 424B4 (Prospectus filed pursuant to Rule 424(b)(4)) Filed 12/15/2004 Address 3355 LAS VEGAS BOULEVARD, SOUTH ROOM 1A LAS VEGAS, Nevada 89109 Telephone (702) 414-1000 CIK 0001300514 Fiscal Year 12/31 QuickLinks -- Click here to rapidly navigate through this document Filed Pursuant to Rule 424(b)(4) Registration No. 333-118827 23,809,524 Shares Las Vegas Sands Corp. Common Stock This is an initial public offering of shares of common stock of Las Vegas Sands Corp. All of the shares of common stock are being sold by Las Vegas Sands Corp. Prior to this offering, there has been no public market for the common stock. Las Vegas Sands Corp. common stock has been approved for listing on the New York Stock Exchange under the symbol "LVS". See "Risk Factors" on page 17 to read about risks you should consider before buying shares of the common stock. NEITHER THE NEVADA STATE GAMING CONTROL BOARD, THE NEVADA GAMING COMMISSION NOR ANY OTHER GAMING REGULATORY AGENCY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ 29.0000 $ 690,476,196.00 Underwriting discount $ 1.8125 $ 43,154,762.25 Proceeds, before expenses, to Las Vegas Sands Corp. $ 27.1875 $ 647,321,433.75 To the extent that the underwriters sell more than 23,809,524 shares of common stock, the underwriters have the option to purchase up to an additional 3,571,429 shares from Las Vegas Sands Corp. at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on December 20, 2004. Goldman, Sachs & Co. Citigroup JPMorgan Lehman Brothers Merrill Lynch & Co. UBS Investment Bank Jefferies & Company, Inc. Prospectus dated December 14, 2004. PROSPECTUS SUMMARY This summary highlights all material information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section describing the risks of investing in our common stock under the caption "Risk Factors" and our financial statements and related notes included elsewhere in this prospectus before making an investment decision. Except as the context otherwise requires, references in this prospectus to the "Company," "we," "our" or "us" are to Las Vegas Sands Corp. and its consolidated subsidiaries, and the term "Las Vegas Sands Opco" refers to Las Vegas Sands, Inc., our operating subsidiary. Unless otherwise indicated, the information in this prospectus gives effect to our holding company merger and the other transactions described in "Reorganization Transactions" below. Unless otherwise indicated, the "pro forma" information in this prospectus gives effect to the transactions described in "Unaudited Pro Forma Condensed Consolidated Financial Statements." Some of the statements in this summary are forward-looking statements. Our Company Overview We own and operate the Venetian Casino Resort and the Sands Expo and Convention Center in Las Vegas, Nevada, and the Sands Macao Casino in Macau, China. We are also in the process of developing two additional casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Macao Venetian Casino Resort in Macau. We have also entered into certain agreements to develop gaming properties in the United Kingdom and are exploring other gaming entertainment opportunities in Asia, Europe and the United States. We were incorporated in Nevada in August 2004. We are currently a subsidiary of Las Vegas Sands Opco. Immediately prior to the closing of this offering, Las Vegas Sands Opco will merge into a subsidiary of ours and we will acquire 100% of the capital stock of Las Vegas Sands Opco. Las Vegas Sands Opco was incorporated in Nevada in 1988. Upon consummation of this offering, Sheldon G. Adelson and trusts for the benefit of Mr. Adelson and his family members will beneficially own approximately 87.9% of our outstanding common stock. As a result, following this offering, Mr. Adelson will continue to exercise significant influence over our business policies and affairs. In particular, Mr. Adelson will be able to control the composition of our board of directors and any action requiring the approval of our stockholders, such as the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets. Our Las Vegas Properties The Venetian Casino Resort is one of the most successful properties on Las Vegas Boulevard (known as the "Strip") based on hotel revenues in 2003 and adjusted cash flow in 2003 and for the first quarter of 2004, and is one of the largest and most luxurious casino resorts in the world. It is a Renaissance Venice-themed casino resort situated at one of the premier locations on the Strip, across from the Mirage and the Treasure Island Hotel and Casino and next to the Wynn Las Vegas Resort, which is currently under construction. Since its opening, the Venetian Casino Resort has been a "must-see" destination that provides visitors with first-class accommodations, gaming, entertainment, dining and meeting facilities and shopping at the first all-suites hotel on the Strip. The Venetian Casino Resort includes 4,027 suites, a gaming facility of approximately 116,000 square feet consisting of approximately 2,000 slot machines and 139 table games, and the Congress Center, a meeting and conference facility of approximately 650,000 square feet. In addition, The Grand Canal Shoppes located within the Venetian Casino Resort and owned by a 1 third party offers approximately 440,000 square feet of shopping, dining and entertainment space. During the nine months ended September 30, 2004, our occupancy rate (total occupied rooms divided by total available rooms) was 98.3% and our average daily room rate was $219. The Venetian Casino Resort is directly connected to our Sands Expo and Convention Center, which we refer to as the Sands Expo Center, an approximately 1.15 million square foot convention and trade show facility. Our ability to attract and accommodate trade show and convention business has been a key contributor to our success. Management believes that the Venetian Casino Resort and the Sands Expo Center, with 4,027 suites and a combined 1.8 million square feet of meeting and convention space, together comprise one of the largest hotel and meeting complexes in the world. This complex benefits from its prime location in Las Vegas, which is one of the most visited convention and trade show destinations in the United States. During 2003, approximately 5.7 million visitors attended trade shows and conventions in Las Vegas, with approximately 16% of these visitors attending events at the Sands Expo Center. The demand for rooms generated by visitors at the Sands Expo Center contributed to our mid-week occupancy rate (the occupancy rate from Sunday night through Thursday night only) of 97.2% during the first nine months of 2004, which compares favorably to the Las Vegas mid-week average occupancy rate of 86.9% during that period. In August 2004, a subsidiary of Las Vegas Sands Opco began construction of the Palazzo Casino Resort, our second world-class luxury hotel, casino and resort in Las Vegas. The Palazzo Casino Resort will have a design and ambiance reminiscent of high-end locales such as Beverly Hills, Bel Air and Rodeo Drive. The Palazzo Casino Resort will consist of an all-suites 50-floor luxury hotel tower with approximately 3,025 rooms, a gaming facility of approximately 105,000 square feet, an enclosed shopping, dining and entertainment complex of approximately 400,000 square feet, which we refer to as the Phase II mall, and additional meeting and conference space of approximately 450,000 square feet (which will comprise an addition to the Congress Center). Upon completion of the Palazzo Casino Resort, our combined Las Vegas facilities will have approximately 2.25 million gross square feet of meeting and convention space. We expect to fund the construction of the Palazzo Casino Resort at its current budget of approximately $1.6 billion (exclusive of land) with proceeds from the sale of The Grand Canal Shoppes, operating cash flow and debt financings. We have obtained facilities or commitments for all of the debt financing for the construction of the Palazzo Casino Resort at its current budget. We expect to open the Palazzo Casino Resort during the second quarter of 2007. The Las Vegas market has shown consistent growth over both the near and long terms in both visitation and expenditures and has one of the highest hotel occupancy rates of any major market in the United States. According to the Las Vegas Convention and Visitors Authority (the "LVCVA"), the number of visitors traveling to Las Vegas has increased at a steady and significant rate over the last ten years, from 23.5 million visitors in 1993 to 35.5 million visitors in 2003.