to focus on two key areas and that is the april thirtieth two thousand and eight falshood by scott henry regarding ample credit market access advanced conversations with supposedly enthusiastic lenders and sheldon adelson is july thirtieth claims of unchanged fundamentals that obvious with purportedly aggressive development pipeline and extensive flaws that flexibility of funding options putting aside even the rest of the case then the class period if this court agrees with us this morning would start at least in april of two thousand and eight now the district court correctly found that scott henry's statements on had on april thirtieth were misleading and here are just some of the facts supporting that adelson privately admitted on april sixth to  ho the chief executive of the macau region that l v s macau was quote on the edge of failing he admitted a week later in a second letter to mr hope that the quote a veil ability of the money in the credit markets has dried up goldman his three key advisers noted in february that the international banks were hitting their risk limits and that they had shared that fact quote very directly with mr henry and also that the asian bond markets were not going to be deep enough to contribute to o b s is funding gap and one more thing goldman in april of two thousand and eight highlighted l v s is dramatically declining or earnings over the next three years including two thousand and eight as compared to the numbers that they had given the banks that made the previous macao loan l d s was suddenly looking at dropped earnings of thirty six percent in two thousand and eight forty percent in two thousand and nine and forty one percent in two thousand and ten and that l needed to come up with its own money needed to come up with a two billion dollars parent race and that l d s was looking at loan covenant breaches of its united states credit facility over the next four consecutive quarters and we've explained in our brief what that  statements that several months later there's a long period between the time that the statements were made and the world wide real estate market crashes and the court basically said i just don't see sufficient causation there between the statements and what ultimately happened around us to charlotte and part of me and we've argued that the court erred with that line of reasoning several points number one you can't blame what happened to us on the global credit crisis happening in september two thousand and eight in fact gold our expert professor feinstein had pointed out that as late as august of two thousand and seven the global credit crisis was already in full swing the second point that the district court erred on in addition to attributing it to the global credit crisis was pointing to for evidence of loss causation some rumors in the market in june  of two thousand and eight well that maybe find it maybe find that there had been rumors in the market but then the district court said but you're playing to your expert professor feinstein didn't address those rumors he only jumped immediately to august twenty in august t eight that is not true professor fine science specifically addressed those rumors and that is in the record that excerpt of record one ninety five he specifically addressed those rumors talked about them in the context of last causation but said f for my purposes for a conservative damages model i'm not including any of those drops in the damages model he correctly then went to august twenty twenty second and november sixth this court has said many times that i don't know if we are rely upon it heavily i think the two or three page report it's a very dramatic report b of a analysts i mean these are experts in the field and they said that las vegas sands and i'm quoting here has that we've actually discussed this in a reply brink reply brief at length part of b of a sell recommendation and part of its very pessimistic view of las vegas sands at that point if you look at that report you will see that they have plotted out what l d s is going to be doing is going to be making for earnings in two thousand and eight going forward those earnings i believe i want to say would were only twenty cents a share for that year in that report you go back to be of a prior report just a month or two earlier or to answer earlier pardon me and the earnings were fifty six cents so they did these market experts actually had actually seen what was going on at  cause of what happens to the stock it has to be proximate cause of death and it does it does and i'm still trying to see the linkage based on the background of where the world was going at the time  well as always context matters and las vegas sands had been beating the drum had been looking at things through rose colored glasses they have been reassuring the market again and again both out at the on those april thirtieth statements but then again shell sheldon adelson on july thirtieth had been reassuring analysts everything is fine we have flexible funding options we are in advanced reasonably advanced conversations with lenders this is also in the context though  they got a new credit facility in august they got a credit for two thousand and eight they ended up being offered a four point nine billion dollars credit facility but the problem was goldman sachs had told them earlier in that year you need ten or eleven billion dollars which by the way a i'm paraphrasing so i'm not going to hear which in order to get you're going to have to come in with two billion dollars of your own equity you are going to have to go to these lenders and give them accurate models you're going to have to get your enough to open the books and show them what's actually going on over in macau and we know and it's in the record that that was not happening yes was refusing to share its models with these new lenders until late july i guess the problem i'm having with the theory of your case and maybe this is just too simplistic view of it from my part but the company continues obtaining credit throughout the period ultimately i guess the family the edelman family has to you know put in some of their own money in order to make it work but ultimately all these projects get finished and as far as i know they're up and running to this day so i'm wondering why did the district court error in its causation and now three points in response and  and i disagree respectfully with your honor's representation that they continue to get credits wrote the period they did not in fact they had to tap into that united states credit facility the five billion dollar bundle of monies that were that were there that had already that had already been reduced so they weren't getting that what they were doing was they tapped into that to fund what was going on in a cow but by doing that they put themselves in breach of the loan leverage ratio that was an these are reasonable capitalists who are right are trying to make a profit and they're right no that's not a crime and that reasonable capitalist was willing to let all of us go down the tubes until the very last minute he but he really i mean that that's a problem i'm having with your theory of the case here i mean i agree if you look at what was happening in two thousand and eight in the world real estate market these were tough conditions for every casino company along with the rest of the world i mean we're still here and appeals in the housing market from what happened in two thousand and eight sure so that's why i'm wondering why did the district court err in saying i just don't see sufficient proof of proximate cause from those statements back in april the adelson family let's not forget the adelson sheldon adelson was unwilling from two thousand and seven all up right up until the very month or week that he did put in the money he put in just enough money to prove to save l from going into default on those on those loans on that particular day and as the briefing discusses it wasn't just to say bell vs he did it it was a sweetheart deal through convertible debt so that if the stock dropped which is unusual when you're doing a convertible debt purchase he would still be protected and he was but again the record is clear that throughout that time mr adelson mr henry mr weidner was telling the market we're not having these funny problems adelson himself had said on july thirtieth to the assembled analysts don't pay attention to those rumors the rumors that the district court  focused on don't pay attention to those rumors we have flexible lending capability in place and that just wasn't true to i know the defense will likely get up here and say well we were in talks with lenders throughout this for i'm going to show you an e mail where we're going to a certain chinese bank and they say we may give you eight hundred million but what they won't discuss is some of those pieces of evidence already talked to you about earlier that the lenders were demanding updated accurate models and that's in their excerpt of record at page two seventy seven through to seventy nine they had not gotten those updated models until july goldman sachs knew that l v s and adelson were going to go out and do a little dog and pony show for the bankers in the middle of the summer and they privately the e mail to themselves we don't know why they're why they're doing this there's no term sheets ready yet in other words it's a term of art no pun intended but you need to come to the bankers with specific figures how much debt you have how much you want the repayment figures they were unwilling to do that let's also not forget by april two thousand and eight inside their projected costs were going up they were telling the market we're going to approach these lenders we're going to ask them for ten to eleven billion they were projecting we're going to need sixteen billion by the end of the year and i know i said i have to watch what's at alternately cost of that in the rector i don't know and i but that also dovetails with what i forgot to mention my third point i don't think it's correct to say that all the sites eventually got built out as they were planned i'm unaware that that's in the record that each one of the eight sites particularly seven and eight were finished and  so let's move on to mr allison july thirtieth you really cannot reconcile his statements about unchanged fundamentals in the fact that he was very implausible that don't worry guys i've got my billions in my back all of it in my wallet i'm not going to let anything happen we would submit that many of the same things that made scott henry statements back on april thirtieth false and misleading and made with sea enter which by the way the district court agreed with he says we have an aggressive pipe i mean that's a present state that's a present tense state and he's telling investors we've got this pipeline of seven or eight macau projects and our pipeline is still going forth aggressively it's at the end we know it wasn't going for aggressively they had pulled design staff off of sites seven and eight those sites were not getting designed as scott henry later testified in his deposition broadstone i'm not sure but one of the two men testified that sites three seven and eight they were too expensive and in july they recommended dumping those sites and when goldman sachs said that to scott henry's one hundred wrote back and he said well that's not encouraging in the end the amount of money that you're saying you can go to get force that's too small i mean this is in july of two thousand and eight but didn't construction activities continue they are yes they did you are you going to the tune of one hundred million dollars that summer and you know this court has a long storied history of recognizing that even literally true statements can still be misleading and that's a perfect example of a true statement that's still misleading but if yes the statement was that we are aggressively proceeding and they're still continuing their construction activities and spending more money why isn't that a forward looking statement while you're out of the city so we are aggressively proceeding i think that tells a reasonable investor we are aggressively proceeding on these sites including three seven eight when we know for a fact that adelson had just said to scott henry privately in an e mail on july eleventh you know it looks like we're going to get the approvals for site seven eight from from ed then but i thought he also made statements about we're looking at redesigns and that sort of thing which i assume means we're trying to figure out how do we really rate some of these cost increases and  redesigns later testified his deposition would have taken three to four months couple that with the fact that they had already pulled off the redesign teams off of those sites they were no longer designing anything you can't design something credibly when you don't have the funds to make sure that the you have the funds there to do the design i get a good time to sit down for a fe this court should affirm judge gordon's granted summary judgment in this case the record in the case is extensive judge gordon carefully examined each statement that was challenged and on one or more grounds held that the defendants were entitled to judgment regarding each statement this court should do the same as the discussion with mr daly suggested as the court reviews the state these statements it's important to keep in mind  picture as to what the case is about prior to and during the class period las vegas sands was embark on an ambitious and unprecedented plan to construct a massive new development on macau on could tie specifically that planet involved numerous risks including that it was not fully funded and would require additional funds and that it was highly dependent on government regulations and permits which had not been there see these risks were fully disclosed before and throughout the class period and as the class period progressed las vegas sands accomplished a great deal on the column that is conditions changed it disclose those changes as judge tolman commented near the end of this class period the global and the unexpected freezing me the total one unexpected freezing of the global credit markets forced las vegas sands to adjust its plans and that's when the adults and family  circumstances in this country and the economic circumstances globally changed dramatically in september two thousand and eight just two months before the presidential election that year when lehman sachs went bankrupt the g was essentially became a federal agency you know merrill lynch was taken over by make america the credit markets across the globe shot and what las vegas sands had planned on for the purpose of financing those properties unavailable so the task of this court is to review each jail and statement and i heard mr bailey essentially abandon his claims of falsity and whatever with respect to the statements prior to april thirtieth let me focus on the statements from april thirtieth two thousand and eight and then the statements in july the plaintiffs are you the judge gordon erred in granting summary judgment on two grounds and there are two grounds even though he did say doesn't mr henry's statements that regional jury might find them to be false and misleading we respectfully disagree with that but what judge gordon didn't do was to find those statements in actionable on both causation and safe harbor grounds let me deal first with causation and this is essential so that the securities laws in this country don't become essentially a guarantee that if you invest in the stock goes down for some reason that's totally unrelated to the alleged fraud that you're protected in dura pharmaceuticals versus bruto the supreme court said it is the plaintiffs of burden of proving that the defendants misrepresentation cause the loss for which the playing of six to recover the supreme court then went and amplified this point in very important language when the purchaser subsequently resold such sears even at a lower price that lower price may reflect not the earlier misrepresentation but changed economic circumstances and counsel this is summary judgment order how can we sort that out in summary judge between what was causing market forces what may have been caused by the alleged misrepresentation so i think we do that he found potentially actionable and then looked at the corrective disclosures that the plaintiff's professor had put in and it's important for this court to know that that press professor was never recognized as an expert in this case we had filed  a motion to exclude his testimony and that motion was never ruled upon because the absence of loss causation so manifest when you look at the correct disclosures against the three items that the judge found potentially were false  misleading as it relates to mr henry statement tween the time of mr henry statement on april thirtieth two thousand and eight and the time of the first corrected disclosure in august twentieth two thousand and if the situation as expressed in the market had changed dramatically as of april of two thousand and eight mr henry was optimistic they would be able to get a seven billion dollar macao loan to fund the completion of all of the properties between people thirtieth and the end of july they were not able to get permits or build three seventy so in the face of that they adjusted and they pulled back and they said to the public on july thirtieth two thousand and eight that we are going to seek a five point two five billion dollar credit facility for macau and the five point two five billion dollar had been recommended by goldman sachs it was launched to the marketplace august twentieth two thousand and eight and it was blown up by the credit crisis  in september of two thousand and eight so the point being mr henry's comments about being optimistic about a loan facility in april which are totally no longer operative when it comes to august  they're pursuing a five point two five billion it's just not logic can't be lost position and when you look at the contents it almost seems you're arguing that the two thousand a collapse bailed your clients how many because asian so i'm i do believe that the deteriorating economy and the freeze in the credit markets didn't bail them out it caused the problem which prevented them from getting the financing it was intervening force as the supreme court said in juror says brutal which is the change circumstance which sort of means the misrepresentation that they pointed to previously is not because of two thousand and eight and when you look at that article that article inaccurately says that the company is seeking less than five point two five billion that's clearly not the case if you look at the record and you look at supplemental excerpt of record four hundred twenty one fourteen twenty three which is verified of twenty one forty six you'll see that they were pursuing the five point two five billion and the article that came out that there was criticized by other analysts that three day from being false and misleading that's that supplemental excerpt of record fourteen thirty one and erroneous article cannot be a direct disclosure to the bank of america for which quinn is mentioned in argument ryan on the roof the bank of america report which comes out on august twenty second was based entirely on an analyst's personal valuation of las vegas sands based on information that had been public for weeks the case was clear that an animal's report which takes a negative view on a company is not securities litigation ninety seven f thirty five twelve the second circuit point turn and then we heard mr daley say and they say this in their brief that in fact professor feinstein correct same scientific test with respect to the stripping out of confounding factors it is not in the section of his report in which he purported to identify lost causation and he didn't raise this before the court bel them eleven twenty thirteen the same principles are applicable here now i don't have a great deal of time but i did  quality systems inc matter that presents a slim but somewhat different framework than the intuitive surgical case which preceded it but judge gordon faithfully applied the intuitive surgical case suggested in their brief that somehow we waived this point or judge gordon got it wrong because he changed from having said that it's possible he didn't dismiss it at the motion to dismiss stage but he granted summary judgment for us and i'd say now let me come to mr adelson statements on july thirtieth two thousand and eight as to each of those statements judge gordon reviewed that entry record with meticulous  including the detailed evidence showing that banks were prepared at that time to proceed with a five point two five billion dollar loan from a cow and were working with las vegas sands or to put in additional funding at the parent level he said but that creates an issue of fact there is no case law supporting it and his comments were given in response to a specific question with respect to the us long covenants of contemporaneous evidence shows  case ninety five thirty one twenty two and one thirty four and judge morris your point yes when he's talking about we will have flexibility we will be able to get this that is forward looking it is fairly protected by the now i will rely on our briefs for the statements with respect to progress on macau but in response to your comments or your questions judged on the cotai strip was built all of those sites were constructed with the exception of sites seven and eight and las vegas sands never got the permits to build on seven eight those pieces of property were taken back by the government so they remain on let me just deal with last causation as it replies to the two other statements that judge gordon said potentially could state a jury claim as i say we respectfully disagree that there was evidence to support that this could be false or misleading but you don't need to get there because as to the costs for marina bay sands after the november first two thousand and seven earnings expect those costs to be in excess of four point five billion dollars when you look at all of the corrective disclosures that the plan is point to not one talks about singapore costs being in excess of four point five causation is dispositive of many of the key issues in the case and when you look at what judge gordon did he found that there was no corrective disclosure there were things in the market the august twentieth august twenty second reports but there was nothing in them that was corrective and you know even our term has been referenced earlier and just to give that some context on the last causation issue the comments were made in connection with statements made by mr whitener early in the year in april after the time of the comments there were an april thirtieth and a july thirtieth statement about the actual income and project and performance of the company that was out there in the marketplace so there was nothing corrective the the document that they point one eighty five it's a classic banking document lots of text in the lower left corner there is a closed chart little corner chart that talks about a big dollar and like so many of these things are simple there's arrows that go up or down or sideways if you look at it the at the even a report at that point is going upward and it's reporting an increase not a great one but an increase so on its face it's not correct if corrective mr carlson just laid out the marina bay sands issue again not a corrective statement to be found in that august twentieth or august twenty second reports one by the south coast  south china morning post and the other one by the bank of america the bank of america report was talking about financing that was what was going on at las vegas sands the july thirtieth press conference report was a watershed moment for the company where they said to their shareholders and to the marketplace we're changing them we're going to have to put a couple things aside markets are tough we're going to have to scale back what we're going to ask the markets for and we did that and three weeks later the bank of america report gets done and he's talking about financing he's talking about an increased even dollar he's not saying anything other than what the company has said about costs on the marina bay sands project again four point five billion dollars are in excess of that so when you look at these issues and you take them the way that judge gordon did and the way that you're supposed to for last causation which is take a look at what it says what the company says what's in the marketplace you see that there was nothing corrective in these the the other one that i want to point out there was a reference made by counsel about well there was some discussion earlier on in june july and some of these courts that may have been helpful but our expert just did pay attention to them really focused on these these later ones the point that i think is most important is that they weren't focused on as corrective disclosures that have any impact on lost so basically there's no damage so what's the point why do we care about it and that's probably why they weren't identified as corrective so the idea that you can somehow back into this by saying we had something going on a little earlier pointless there's no damage there's nothing associated with it so i think overall that's the issue my last few moments i'd like to talk about section twenty a which is an issue that we raise with respect to mr weidner and if the course if there is no primary liability it's done it doesn't matter if we get past that i think that the allegations made by the plaintiff in this case and the admissions made by them show identify a circumstance where mr weidner could not have been the controlling party they allege that mr adams and others were in charge absolute control a dominant position and that nothing could be attributed to mr weidner in that case i realize that you don't have to get there if you were with us on the on the primary issue but i did want to raise that as an issue that we've briefed and i think we've laid out very clearly without without any questions i'm prepared to submit thank you thank you so much mr daly you've saved a little time two major points i want to talk about the global credit crisis and then the last causation issue  regarding the global credit crisis it's convenient but it's not what drove their loss it's in the record the consensus was that the credit markets had already begun freezing up in august of zero seven in december of zero seven adviser lehman brothers noted that there was a two hundred twenty five billion dollar backlog in june of zero seven with credit quote virtually shut down in august and quote two thousand and seven but how but we still have additional credit being obtained by the company after two thousand and seven  n we have them dipping into the existing investment basket that was part of the larger five billion dollar united states credit facility so it's it's a tired cliche but they're pretty much robbing peter to pay paul they were dipping into that basket knowing that in another billion dollar equity investment by the family at the end but that doesn't account for what was going on with in two thousand and eight and that is the snapshot that this case focuses on the fed i know i guess maybe i'm hung up on the point but how can you evaluate causation without looking at what was happening in the context of the global credit market and if i've made it sound as though i'm saying we should ignore it i apologize i don't i'm not saying that but it what i am saying it's very clear stemming back to the dirt case from the supreme court that what has to be done at trial is to separate the various causes but maybe maybe the problem i'm i just don't see how you could separate that out from the what are you wasting of last well our expert look at what was going on the global credit crisis he talked about let's not let's just say there's a forty percent drop for l b s on a specific day he xed out what was happening with his peers he other company specific information coming out and gave a residual drop so our expert did exactly that he accounted for other factors that were affecting the stock moving on to loss causation what judge moore said said earlier you run or you put your finger on it this is the summary judgment stage our expert painted a series of disclosures and explained how they were linked to our clients losses sentence point to some other documents they want to point to some other causes of our losses are other alleged causes bully for them what they have done is shown that there is a tribal issue a fact they have not shown that there is no genuine dispute as to what caused the losses they've only pointed to some what they say would be countervailing contradictory examples but that doesn't get them out of the summary judgment arena and finally i would like to point some talk about the analyst reports after mr adelson spoke that those that there were eighteen reports and only two of them mention that he was going to backstop the entire company that's not true five of those reports talked about him implying that he was going to backstop the other kind of the entire company and i would submit if those other analysts were so smart and was able to depend upon the report so much i haven't heard anything i've seen anything in the record that says that the other thirteen were saying exactly what defense counsel is saying which is that adelson was only talking about backstopping the loan covenant deal so i think at the end of the day you're under a very large case a very large record of live with it for a you're doing your job i think at the end of the day i think we've at least pointed to enough points in the record where there have been race tribal issues affect and i think your honour's ok thank you but i think both sides are going to beach police firefighters retirement system and alaska electoral pension fund versus las vegas sands submitted for decision and that completes argument