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Recovery Report: Las Vegas Sands' $5B Secured Financing

Publication Date:    Apr 17, 2007 11:09 EST

Recovery Report: Las Vegas Sands' $5B Secured Financing
Primary Credit Analyst:
Michael Scerbo, New York (1) 212-438-7858;
michael_scerbo@standardandpoors.com
Secondary Credit Analyst:
Guido DeAscanis III, CFA, New York (1) 212-438-3835;
guido_deascanis@standardandpoors.com
Publication date: 17-Apr-07, 11:09:37 EST
Reprinted from RatingsDirect


On April 17, 1007, Standard & Poor's Ratings Services assigned its loan and recovery ratings to Las Vegas Sands LLC and Venetian Casino Resort LLC's proposed $5 billion first-lien senior secured credit facilities (see table 1). The recovery rating is constrained by a fairly limited security package (only the Las Vegas assets are included) and by the limited mandatory pre-payments for asset sales. Once the facility closes, the security package will be shared pari passu with $250 million in existing notes at Las Vegas Sands Corp.

The credit facility also includes provisions for an incremental $1 billion of additional borrowing. However, as this is uncommitted, our recovery analysis has not factored in the additional borrowing. Should the company request and receive additional funds under the incremental facility, our recovery rating will be reviewed.

(For the corporate credit rating rationale, see Standard & Poor's Ratings Services' research report on Las Vegas Sands published earlier today.)

Table 1
Las Vegas Sands Corp.--Credit Profile
Corporate credit rating BB-/Stable/B-2
Facilities* Issue Rating Recovery Expected Recovery (%) Maturity Repayment
   Secured debt
$1 billion revolver BB- 2 80-100 2012 Bullet
$3 billion term loan BB- 2 80-100 2014 1% per year, with remainder at maturity
$600 million delayed-draw term loan I BB- 2 80-100 2014 1% per year, with remainder at maturity
$400 million delayed-draw term loan II BB- 2 80-100 2013 1% per year, with remainder at maturity
Las Vegas Sands LLC and Venetian Casino Resort LLC are the borrowers under these facilities.


Recovery Analysis


Simulated default scenario

The default scenario considers the potential for a slowdown in the highly competitive Las Vegas market as a result of a general economic downturn, as well as a slower-than-expected ramp-up of the Palazzo and Sands Bethworks following their openings, expected at the end of 2007 and into 2008. In addition, this occurs at a time when the company is highly leveraged and investing heavily overseas.

Standard & Poor's simulated payment default scenario contemplates:

  • LIBOR rising by 200 basis points;
  • Interest rates on the first-lien credit facility increasing by 200 basis points to reflect the higher risk resulting from the borrower's simulated credit deterioration;
  • That the revolving credit facility is fully drawn at the time of default; and
  • A $232 million priority claim from the outstanding balance of the furniture, fixtures, and equipment facility, as well as airplane financing.

Valuation

In evaluating the recovery prospects associated with the underlying collateral, Standard & Poor's used an enterprise value methodology, but only on the assets securing the first-lien facilities. We have also assumed that the projects in Las Vegas and Pennsylvania are completed as planned, as our year of default is 2011. To calculate the emergence enterprise value, we stressed EBITDA to the point where it represents a 20% decline from projected pro forma 2011 EBITDA, approximated adjusted interest expense, and applied an emergence multiple of 8x. Using the 8x EBITDA multiple under our simulated default scenario and taking into account the potential residual value of Bethworks (as there is no other debt in the U.S.), as well as certain priority claims, we arrive at an enterprise value of around $4.5 billion.


Results

Our emergence enterprise valuation results in 80%-100% recovery of principal for first-lien lenders in the event of a payment default.


Transaction Summary

Table 2
Transaction Summary
Borrowers Las Vegas Sands LLC and Venetian Casino Resort LLC
Guarantors The facilities are guaranteed by LVS's direct and indirect material subsidiaries, with the exception all foreign and Pennsylvanian subsidiaries.
Structure Mandatory prepayments: 100% of asset sales (with the exception of Palazzo Mall and units of Palazzo Condo Tower), 100% of insurance proceeds, new debt and pension plan reversions
Collateral First-priority security interest in all assets of the borrowers and guarantors, with some exceptions.
Legal jurisdiction State of New York
Key financial covenant Minimum interest coverage (starting at 1.5x) to apply only to the revolving credit facility and a maximum consolidated leverage ratio (starting at 7.5x) to apply to all the facilities


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