LONDON, June 22, 2020
/PRNewswire/ -- International Game Technology PLC (NYSE:IGT)
("IGT"), announces the results to date with respect to its capped
offer to purchase for cash (the "Tender Offer") its 6.250%
Senior Secured Notes due 2022 (the "Notes"). The terms and
conditions of the Tender Offer are set forth in the offer to
purchase dated June 8, 2020 (the "Offer to
Purchase").
In addition, on June 19, 2020, IGT completed the sale of
its $750,000,000 5.25% Senior Secured
Notes due 2029 (the "New Notes"). IGT expects to use a
portion of the net proceeds from the sale of the New Notes to fund
the Tender Offer. The completion of the sale of the New Notes
satisfied the Financing Condition (as defined in the Offer to
Purchase).
As a result, IGT has exercised its discretion to increase the
Maximum Tender Amount (as defined in the Offer to Purchase). As of
5:00 p.m., New York City time, on June 19, 2020 (the
"Early Tender Time"), IGT has accepted for purchase
$499,999,000 principal amount of
Notes validly tendered and not validly withdrawn, with such Notes
subject to proration with an Early Proration Factor (as defined in
the Offer to Purchase) of 42.551% and adjustment as contemplated by
the Offer to Purchase.
The following table sets forth the increased Maximum Tender
Amount, the principal amount of the Notes accepted for
purchase and the Early Proration Factor:
Title of
Security
|
ISIN/CUSIP
Numbers
|
Outstanding
Principal Amount
|
Maximum Tender
Amount
|
Principal
Amount
Accepted
|
Early
Proration
Factor
|
6.250% Senior
Secured Notes
due 2022
|
Regulation
S:
USG4863AAB47/
G4863A AB4
Rule 144A:
US460599AB91/
460599 AB9
|
$1,500,000,000(1)
|
$500,000,000
(increased from
original Maximum
Tender Amount of
$300,000,000)
|
$499,999,000
|
42.551%
|
_____________________
(1) As of the commencement date of the Tender Offer.
Notes validly tendered and not validly withdrawn and not
accepted for purchase will be credited on the Early Settlement Date
(as defined in the Offer to Purchase) to the account of the
registered holder of such Notes with DTC and otherwise returned in
accordance with the Offer to Purchase. Because the Tender Offer was
oversubscribed as of the Early Tender Time, holders of Notes who
tender Notes after the Early Tender Time will not have any of their
Notes accepted for purchase.
Each holder who validly tendered and did not validly withdraw
its Notes in the Tender Offer prior to the Early Tender Time will
receive $1,050.00 for each
$1,000.00 principal amount of Notes
(the "Total Consideration") accepted for purchase, which
includes an early tender payment of $30.00 per $1,000.00 principal amount of Notes accepted for
purchase. In addition to the Total Consideration, all Holders of
Notes accepted for purchase will also receive accrued and unpaid
interest on such Notes, rounded to the nearest $0.01 per $1,000.00
principal amount of Notes, from the last interest payment date up
to, but not including, the Early Settlement Date.
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on July 6, 2020.
Subject to applicable law and the terms and conditions of the
Offer to Purchase, IGT may terminate the Tender Offer, waive any or
all of the conditions of the Tender Offer prior to the Expiration
Time, extend the Expiration Time or amend the terms of the Tender
Offer.
IGT has retained D.F. King & Co. to act as Tender and
Information Agent for the Tender Offer. Questions regarding
procedures for tendering Notes may be directed to D.F. King &
Co.
D.F. King & Co.
By Mail, Hand or Overnight Courier:
48
Wall Street, 22nd Floor
New York, New York 10005
Attention: Andrew Beck
Banks and brokers: (212) 269-5550
Toll free: (800) 207-3158
Email: igt@dfking.com
Joint Lead Dealer
Managers
|
|
|
Barclays Capital
Inc.
U.S. Toll Free:
(800) 438-3242
Collect: (212)
528-7581
E-mail:
us.lm@barclays.com
|
Merrill Lynch
International
London: +44 207
996 5420 U.S. Toll
Free: +1 888 292 0070
Collect: +1 980
388 3646
E-mail:
DG.LM-EMEA@bofa.com
|
None of IGT, the guarantors of the Notes, the Dealer Managers,
the Tender and Information Agent or the trustee (nor any director,
officer, employee, agent or affiliate of, any such person) makes
any recommendation whether holders should tender or refrain from
tendering Notes in the Tender Offer. Holders must make their own
decision as to whether to tender Notes and, if so, the principal
amount of the Notes to tender.
This news release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Tender Offer is only being made pursuant to
the Offer to Purchase. Holders of the Notes are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Tender Offer.
The distribution of announcement release in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement comes are required by each of IGT, the
Dealer Managers and the Tender and Information Agent to inform
themselves about and to observe any such restrictions.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this news release nor the Offer to Purchase constitutes
an invitation to participate in the Offer in or from any
jurisdiction in or from which, or to any person to or from whom, it
is unlawful to make such invitation or for there to be such
participation under applicable securities laws and regulations. The
distribution of this news release and the Offer to Purchase in
certain jurisdictions may be restricted by laws and regulations.
Persons into whose possession this news release or the Offer to
Purchase comes are required by each of IGT, the Dealer Managers and
the Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
United Kingdom
The communication of this news release and any other documents
or materials relating to the Offer is not being made, and such
documents or materials have not been approved, by an authorized
person for the purposes of Section 21 of the Financial
Services and Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents or materials are not being distributed
to, and must not be passed on to, the general public in the
United Kingdom. The communication
of such documents or materials is exempt from the restriction on
financial promotions under Section 21 of the FSMA on the basis
that it is only directed at and may be communicated to (i) persons
who have professional experience in matters relating to
investments, being investment professionals as defined in
Article 19 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion
Order"); (ii) persons who fall within Article 43(2) of the
Financial Promotion Order; or (iii) any other persons to whom these
documents or materials may lawfully be made under the Financial
Promotion Order. Any investment or investment activity to which
this news release relates is available only to such persons or will
be engaged only with such persons and other persons should not rely
on it.
Italy
None of the Offer, this news release or any other document or
materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws
and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article
101-bis, paragraph 3-bis of Legislative Decree No. 58 of
24 February 1998, as amended (the "Financial Services
Act") and article 35-bis, paragraph 3 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Holders or
beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the
Offer through authorized persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation
No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France
("France"). Neither this
news release nor any other document or material relating to the
Offer has been or shall be distributed to the public in
France and only qualified
investors (investisseurs qualifies) within the meaning of
Article 2(e) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), are eligible to participate in the
Offer. This news release has not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
General
This news release does not constitute an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes in the
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of the Dealer Managers' respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by such Dealer Manager or
affiliate, as the case may be, on behalf of IGT in such
jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Holder
participating in the Offer will also be deemed to give certain
representations in respect of the other jurisdictions referred to
above and generally as set out in "The Offer—Procedures for
Participating in the Offer". Any tender of Notes for purchase
pursuant to the Offer from a Holder that is unable to make these
representations will not be accepted. Each of IGT, each Dealer
Manager and the Tender and Information Agent reserves the right, in
its absolute discretion, to investigate, in relation to any tender
of Notes for purchase pursuant to the Offer, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result IGT determines (for any
reason) that such representation is not correct, such tender shall
not be accepted.
About IGT
IGT (NYSE:IGT) is the global leader in gaming. We deliver
entertaining and responsible gaming experiences for players across
all channels and regulated segments, from Gaming Machines and
Lotteries to Sports Betting and Digital. Leveraging a wealth of
compelling content, substantial investment in innovation, player
insights, operational expertise, and leading-edge technology, our
solutions deliver unrivalled gaming experiences that engage players
and drive growth. We have a well-established local presence and
relationships with governments and regulators in more than 100
countries around the world, and create value by adhering to the
highest standards of service, integrity, and responsibility. IGT
has approximately 12,000 employees. For more information, please
visit www.IGT.com.
Cautionary Statement Regarding Forward-Looking
Statements
This news release may contain forward-looking statements
(including within the meaning of the Private Securities Litigation
Reform Act of 1995) concerning International Game Technology PLC
and its consolidated subsidiaries (the "Company") and other
matters. These statements may discuss goals, intentions, and
expectations as to future plans, trends, events, dividends, results
of operations, or financial condition, or otherwise, based on
current beliefs of the management of the Company as well as
assumptions made by, and information currently available to, such
management. Forward-looking statements may be accompanied by words
such as "aim," "anticipate," "believe," "plan," "could," "would,"
"should," "shall", "continue," "estimate," "expect," "forecast,"
"future," "guidance," "intend," "may," "will," "possible,"
"potential," "predict," "project" or the negative or other
variations of them. These forward-looking statements speak only as
of the date on which such statements are made and are subject to
various risks and uncertainties, many of which are outside the
Company's control. Should one or more of these risks or
uncertainties materialize, or should any of the underlying
assumptions prove incorrect, actual results may differ materially
from those predicted in the forward-looking statements and from
past results, performance, or achievements. Therefore, you should
not place undue reliance on such statements. Factors that could
cause actual results to differ materially from those in the
forward-looking statements include (but are not limited to) the
uncertainty of the duration, extent, and effects of the COVID-19
pandemic and the response of governments, including
government-mandated property closures and travel restrictions, and
other third parties on the Company's business, results of
operations, cash flows, liquidity and development prospects and the
factors and risks described in the Company's annual report on Form
20-F for the financial year ended December
31, 2019 and other documents filed from time to time with
the SEC, which are available on the SEC's website at www.sec.gov
and on the investor relations section of the Company's website at
www.IGT.com. Except as required under applicable law, the Company
does not assume any obligation to update these forward-looking
statements. You should carefully consider these factors and other
risks and uncertainties that affect the Company's business. Nothing
in this news release is intended, or is to be construed, as a
profit forecast or to be interpreted to mean that the financial
performance of International Game Technology PLC for the current or
any future financial years will necessarily match or exceed the
historical published financial performance or International Game
Technology PLC, as applicable. All forward-looking statements
contained in this news release are qualified in their entirety by
this cautionary statement. All subsequent written or oral
forward-looking statements attributable to International Game
Technology PLC, or persons acting on its behalf, are expressly
qualified in their entirety by this cautionary statement.
Contacts
Phil O'Shaughnessy, Global
Communications, toll free in U.S./Canada +1 (844) IGT-7452; outside
U.S./Canada +1 (401)
392-7452
Francesco Luti, +39 3485475493; for
Italian media inquiries
James Hurley, Investor Relations, +1
(401) 392-7190
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SOURCE International Game Technology PLC