INTERNATIONAL GAME TECHNOLOGY PLC ANNOUNCES CAPD SUPPLY OFFER FOR ITS 6.500% DUE 2025 SENIOR SECURE TICKETS AND 3.500% DUE 2024 SENIOR SECURE TICKETS – European Gaming Industry News

Reading time: 5 minutes

International Game Technology PLC, announces the launch of a cash tender offer (the “Take-over bid“) up to $500,000,000 aggregate principal amount (the “Maximum Acceptance Rising“) of its outstanding $1,100,000,000 6.500% senior secured notes due 2025 (the “Dollar banknotes“) and its 3.500% Senior Secured Notes in the amount of €500,000,000 maturing in 2024 (the “euro banknotes“, and with Dollar Notes, the “Remarks“), subject to the acceptance priority levels indicated in the table below (one (1) being the highest acceptance priority level and two (2) being the lowest acceptance priority level. low) and the Dollar Offer Subcap (as defined below).The Tender Offer is made on the terms and subject to the conditions set forth in the Offer to Purchase dated 2022 (the “Bid“).

The tender offer will expire at 11:59 p.m. (New York time) on September 30, 2022 (unless the tender offer is extended or terminated) (at the time and date, which may be extended, the “Expiration date“).

Receive the Full Dollar Consideration (as defined below), which includes an Early Redemption Bonus of $30.00 per $1,000.00 Principal Amount of Dollar Notes accepted for purchase pursuant to takeover bid (the “Anticipated tender premium in dollars“) or the Total Euro Consideration (as defined below), which includes an early redemption premium of €30.00 per €1,000.00 principal amount of Euro Notes accepted for purchase in accordance to the Tender Offer (the “Advance tender premium in euros“), holders must validly tender and not validly withdraw their Notes by 5:00 p.m. (New York time) on September 16, 2022 (unless the tender offer is extended or terminated) (such date and time may be extended, theStart of the tender“). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 p.m. (New York time) on September 16, 2022.

Holders who validly tender their Dollar Notes or Euro Notes after the Early Tender Time but no later than the Expiry Time will be eligible to receive only the Dollar Tender Offer Consideration (which is an amount equal to the difference between the total consideration in dollars and the Early Repurchase Premium in Dollars) or the Tender Offer Consideration in Euro (which is an amount equal to the difference between the Total Consideration in Euro and the Early Redemption in Euro), respectively.

The following table presents certain terms of the Tender Offer:

security title

IS IN/

Common Code or CUSIP

Total amount of principal outstanding

Acceptance priority level(1)

Maximum acceptance amount

Supply sub-cap(1)

Consideration of the public offer

Early Tender Premium

Total Consideration(2)

6.500% Senior Secured Notes Due 2025

Rule 144A:

US460599AC74/

460599 AC7

Regulation S:

USG4863AAC20 /

G4863A AC2

$1,100,000,000

A 1)

$500,000,000

US$350,000,000 (the “Dollar Bid Subcap“)

US$985.00(3)(4)

(there “Consideration of the dollar tender offer“)

$30.00(5)

$1,015.00(4)

(there “Total consideration in dollars“)

3.500% Senior Secured Notes Due 2024

Rule 144A:

XS1844998192/

184499819

Regulation S:

XS1844997970/

184499797

€500,000,000

Two (2)

Not applicable

€976.25(6)(7)

there “Consideration of the public tender offer in euros“)

€30.00(8)

€1,006.25(seven)

(there “Total consideration in euros“)

_____________________

(1)

Subject to the Maximum Acceptance Amount and the modified pro rata, the principal amount of the Securities purchased under the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical order of priority) specified in this column ; provided that IGT will not agree to purchase Dollar Notes in an aggregate principal amount greater than the Dollar Offer Sub-Cap.

(2)

The applicable Total Price is equal to the sum of the applicable Tender Offer Price and the applicable Early Bid Premium.

(3)

For each $1,000.00 principal amount of Dollar Notes tendered after the Early Tender Time and no later than the Expiry Time and accepted for purchase.

(4)

Does not include accrued interest, which will also be paid in addition to the Dollar Tender Offer Consideration or Total Dollar Consideration (as applicable).

(5)

For each $1,000.00 principal amount of Dollar Notes tendered by the Early Tender Time and accepted for purchase.

(6)

For each €1,000.00 principal amount of Euro Notes tendered after the Early Tender Time and no later than the Expiry Time and accepted for purchase.

(seven)

Does not include accrued interest, which will also be paid in addition to the tender offer price in euros (or the total price in euros (as the case may be).

(8)

For each principal amount of €1,000.00 of Euro Notes tendered no later than the Early Tender Time and accepted for purchase.

In addition to the Dollar Tender Offer Consideration, the Total Dollar Consideration, the Euro Tender Offer Consideration or the Total Euro Consideration (as the case may be), all Noteholders 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 the Dollar Bonds and €0.01 per $1,000.00 principal amount of the Euro Bonds from the last interest payment date until the Early Settlement Date (as defined below) or the Final Settlement Date. Date (as defined below) (if applicable).

Notes of one or both series may be subject to a modified pro rata if the aggregate principal amount of the Notes validly surrendered and not validly withdrawn (with the aggregate principal amount of the Euro Notes converted to US dollars using the Exchange Rate) at the Early Tender Time or the Expiration Time (as applicable) would result in exceeding the Maximum Acceptance Amount or the aggregate principal amount of the Dollar Notes validly tendered and not validly withdrawn at the Early Tender Time or at the Expiry Time (as applicable) would cause the Bid Sub Cap to be exceeded. In addition, regardless of the Acceptance Priority Level, Securities tendered no later than the Early Tender Time will be accepted for purchase in priority to Securities tendered after the Early Tender Time, and in provided the Notes are tendered no later than the Early Tender Time. and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Acceptance Amount (which will be applied subject to Acceptance Priority Levels) and the Dollar Offer Subcap available for the Purchase of Bonds tendered after the Early Tender Time will be reduced or may be eliminated altogether.

The tender offer is conditional upon, among other things, that IGT, in its sole and absolute discretion, is satisfied that it has received or will receive, by the early settlement date, an amount of the net proceeds the sale of the shares of LIS Holdings SpA by an indirect subsidiary of IGT to PostePay SpA which would be sufficient to finance the payment by IGT of the sum of (1) the sum of the Total Dollar Consideration and the Dollar Tender Offer for all Dollar Notes validly tendered and accepted pursuant to the Tender Offer and (2) the sum of the Total Euro Consideration and the Euro Tender Offer Consideration for all Euro Notes validly tendered and accepted for purchase pursuant to the Tender Offer.

It is expected that payment for Notes validly tendered on or before the Early Tender Time will be made promptly after the Early Tender Time on September 20, 2022 (the “Early settlement date“), and payment for Notes validly tendered after the Early Tender Time but no later than the Expiry Time will be made on October 4, 2022 (the “Final settlement date“).

Subject to applicable law and the terms and conditions of the offer to purchase, IGT may change the acceptance priority levels and increase or decrease either or both of the maximum acceptance amount and of the Dollar Bid Subcap without extending the Early Bid Time or the Expiry Time. or otherwise offering withdrawal rights. IGT may also terminate the tender offer, waive any or all of the terms of the tender offer before the expiry time, extend the expiry time or modify the terms of the offer. purchasing public.

IGT has retained DF King & Co. to act as Bid and Information Agent for the Tender Offer. Questions regarding ticket bidding procedures can be directed to DF King & Co.


Source link

Comments are closed.