English French German Italian Portuguese Russian Spanish

Scientific Games Announces Exchange Offer for its 6.625% Senior Subordinated Notes Due 2021 and its 10.000% Senior Unsecured Notes Due 2022

 

 

LAS VEGAS, April 20, 2015 /PRNewswire/ -- Scientific Games Corporation (NASDAQ: SGMS) (the "Company") today announced that its wholly owned subsidiary, Scientific Games International, Inc. (the "Issuer"), has commenced an offer to exchange (the "Exchange Offer") up to $350.0 million in aggregate principal amount of 6.625% Senior Subordinated Notes due 2021, and related guarantees, which have been registered under the Securities Act of 1933, as amended (the "2021 New Notes"), for an equal aggregate principal amount of its outstanding 6.625% Senior Subordinated Notes due 2021, and related guarantees, which were issued in a private placement (the "2021 Old Private Notes") and up to $2,200.0 million in aggregate principal amount of 10.000% Senior Unsecured Notes due 2022, and related guarantees, which have been registered under the Securities Act of 1933, as amended (the "2022 New  Notes" and together with the 2021 New Notes, the "New Notes"), for an equal aggregate principal amount of its outstanding 10.000% Senior Unsecured Notes due 2022, and related guarantees, which were issued in a private placement (the "2022 Old Private Notes" and together with the 2021 Old Private Notes, the "Old Private Notes").

The 2021 Old Private Notes and the 2021 New Notes are senior subordinated unsecured obligations of the Company and are guaranteed by the Company's domestic, wholly-owned subsidiaries (other than the Issuer). The 2022 Old Private Notes and the 2022 New Notes are senior unsecured obligations of the Company and are guaranteed by the Company's domestic, wholly-owned subsidiaries (other than the Issuer).

The 2021 Old Private Notes were issued under an indenture dated June 4, 2014, and the 2021 New Notes will be issued under the same indenture. The 2022 Old Private Notes were issued under an indenture dated November 21, 2014, and the 2022 New Notes will be issued under the same indenture.

The terms of each series of New Notes are substantially identical to the applicable series of Old Private Notes, except that the New Notes, subject to specified conditions, will be freely transferable.

The Company will not receive any cash proceeds from the Exchange Offer.

The sole purpose of the Exchange Offer is to fulfill the Company's obligations with respect to the registration of the Old Private Notes. Pursuant to registration rights agreements entered into by the Company in connection with the sale of the Old Private Notes, the Company agreed to file with the Securities and Exchange Commission a registration statement relating to the Exchange Offer pursuant to which the New Notes, containing substantially identical terms to the Old Private Notes, would be offered in exchange for the Old Private Notes that are tendered by the holders of those notes. Any Old Private Notes not tendered for exchange in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under the registration rights agreements, except in limited circumstances.

The Exchange Offer will expire at 11:59 p.m., New York City time, on May 15, 2015, unless extended. The Company does not currently intend to extend the expiration date.  Old Private Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration of such offer by following the procedures set forth in the exchange offer prospectus dated April 20, 2015.

The terms of the Exchange Offer are contained in the Exchange Offer prospectus. Persons with questions regarding the Exchange Offer should contact Deutsche Bank Trust Company Americas at 5022 Gate Parkway, Jacksonville, FL 32256, Attention: Reorg. Department, Suite 200; Facsimile: (615) 866-3889; Telephone: (877) 843-9767.

This notice does not constitute an offer to sell the New Notes, nor a solicitation for an offer to purchase the New Notes, nor shall there be any offer, solicitation or sale of any New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer will be made only by means of the Exchange Offer prospectus.