Scientific Games Announces Upsizing and Pricing of Private Add-On Offering of $1.15 Billion of 7.000% Senior Secured Notes
Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games” or “the Company”) today announced that its wholly owned subsidiary, Scientific Games International, Inc. (“SGI”), has priced $1.15 billion in aggregate principal amount of senior secured notes due 2022 (the “New Notes”) at an issue price of 106.0% in a previously announced private offering. This represents a $150 million increase in the original offering amount. The New Notes will be issued under the same indenture pursuant to which SGI previously issued $950 million of its 7.000% senior secured notes due 2022 (the “Existing Notes”).
The New Notes and the Existing Notes will be treated as a single series of debt securities for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, will have terms identical to the Existing Notes, other than issue date and offering price and will have the same CUSIP and ISIN numbers as, and trade together with, the Existing Notes, except that the New Notes (both 144A and Regulation S) shall be issued and maintained under a temporary CUSIP number during a 40-day distribution period commencing on the issue date.
Scientific Games intends to use the net proceeds of the New Notes offering to prepay a portion of its term loans under its credit agreement, redeem or repurchase all of its outstanding senior subordinated notes due 2018 (the “2018 Notes”) and pay accrued and unpaid interest thereon plus any related premiums, fees and costs, repay a portion of its revolving credit facility, pay related fees and expenses of the New Notes offering and for general corporate purposes. The New Notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries. The New Notes will be secured by liens on the same collateral that secures indebtedness under Scientific Games’ credit agreement.
The offering is currently expected to close on February 14, 2017, subject to customary conditions.
The New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The New Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act.
This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor will there be any sale of the New Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.