NEW YORK (Reuters) - Troubled casino company Las Vegas Sands Corp <LVS.N> said on Tuesday it priced a public offering of 181.8 million common shares at $5.50 per share, which would raise about $1 billion to shore up its finances.

Sands' shares, which have plummeted from above $122 last December, fell about 33 percent on Tuesday to $5.34.

Sands, one of the casino companies hardest hit by an economic slowdown that has savaged the gambling industry, also said it will sell preferred stock and warrants to the family of Chief Executive Sheldon Adelson.

Analysts said Sands plans to raise a total of $2.14 billion in new capital.

The company's auditor said last week there were doubts about Sands' ability to continue as a going concern.

"It clearly points to the fact that the company is in a do-or-die situation," said Sumit Desai, gaming industry analyst at Morningstar.

Desai added, "What they are doing ... will probably determine whether or not the company actually goes under or whether it can remain as a going concern and as a viable company.

"I think the equity offering is going to be massively dilutive to existing shareholders."

Sands' problems represent a stunning reversal for billionaire Adelson and his ambitious gaming company, which only last year opened the world's biggest casino in Macau.

In a regulatory filing on Monday, Sands hinted at disagreements in its boardroom.

Sands said its board has formed an executive committee and given it powers "to resolve disagreements among management."

The filing said the committee was formed to "address a number of outstanding differences between our chief executive officer and other senior management members and in response to a loss of confidence by certain senior management members in the management of the company and our governance process."

Sands warned last week it was in danger of violating loan agreements and said on Monday it would suspend construction in Macau as it copes with limited financing options.

Sagging U.S. consumer spending power has hurt business in Las Vegas, where Sands operates the Palazzo and Venetian resorts, as well as the Sands Expo and Convention Center.

PROCEEDS

On Tuesday, Sands said that in the public offering it will also sell 5.2 million shares of preferred stock and warrants to purchase 86.6 million shares of common stock at an exercise price of $6 each.

The casino company said that units consisting of one share of preferred stock and one warrant to buy 16.6667 common shares will be bought at a public offering price of $100 each.

Sands said that concurrent with the public offering, it agreed to sell to the Adelson family 5.25 million shares of preferred stock and warrants to buy 87.5 million shares of common stock at an exercise price of $6 each.

Adelson is already the majority owner of the company.

The agreement with Adelson calls for the family to convert its 6.5 percent convertible senior notes due in 2013 into common stock priced at $5.50.

This would normally require approval of shareholders. But Sands said its audit committee decided that any delay caused by securing shareholder approval would "seriously jeopardize the ability to complete the offerings as well as the financial viability of the company."

So, under an exception in the New York Stock Exchange's shareholder approval policy, the audit committee "approved the company's omission to seek shareholder approval that would otherwise have been required."

Sands said it intends to use proceeds from the offerings for general corporate purposes, which may include debt repayment and financing of its development projects.

(Reporting by Mark McSherry; Editing by Phil Berlowitz, Matthew Lewis and John Wallace)

By Mark McSherry

Publié le 11 novembre 2008 Copyright © 2008 Reuters