International Game begins change-of-control offer for two note series

By Susanna Moon

Chicago, April 10 – International Game Technology plc said wholly owned subsidiary International Game Technology is offering to purchase for cash $800 million of two series of its notes at 101% of par.

The company is offering to purchase its $300 million of 5½% notes due 2020 and its $500 million of 5.35% notes due 2023.

The offers are being made to satisfy the terms of the note indentures as a result of a change of control that occurred when Gtech SpA and the issuer completed the merger Thursday, according to a company press release.

The issuer also is soliciting consents to amend the notes reporting covenants to permit the issuer to furnish the required information with respect to the company instead of the issuer as long as the company guarantees the series of notes, the release said.

As a result of the merger, the company plans to enter into the guarantees for each series of notes on April 17.

The offers are separate and distinct from the solicitations, and neither offer is conditioned on a holder consenting to the proposed amendment for a series of notes and neither solicitation is conditioned on a holder accepting the offer for a series of notes.

The company will pay $1,010 for each $1,000 principal amount of notes. The consent fee is $2.50 per $1,000 of notes for which consents are delivered by 5 p.m. ET on April 23.

The company will pay accrued interest to but excluding the settlement date.

The offers will end at 5 p.m. ET on May 8, with settlement on May 13.

Tendered notes may be withdrawn by the end of the offer.

Payment of the consent fee for each series of notes is subject to the receipt of the required majority consents for that series.

Wells Fargo, NA is the depositary and tabulation agent. D.F. King & Co., Inc. (800 884-5882, 212 269-5550 or igt@dfking.com) is the information agent.

Amendments

The issuer, formerly known as Gtech SpA, said on April 9 that it amended three series of notes after completion of its merger with Gtech.

The three series of notes are the €500 million 5 3/8% guaranteed notes due 2018, €500 million 3½% guaranteed notes due 2020 and €750 million subordinated interest-deferrable capital securities due 2066.

The amendments consist of

• Guarantor accession: The notes are now guaranteed by Double Down Interactive LLC, Gtech Canada ULC, Gtech Foreign Holdings Corp., Gtech Germany GmbH, Gtech USA, LLC, IGT, International Game Technology and Lottomatica Holding Srl.

Also, the notes were amended to provide that if any subsidiary of the issuer that is not a guarantor issues a guarantee of any issuer/IGT relevant debt, the subsidiary will also guarantee the due payment of all sums from time to time payable by the issuer;

• Security: The notes receive the benefit of the same security over certain assets of the issuer and its subsidiaries that is being provided to the holders of some other debt of the issuer and its subsidiaries; and

• Jurisdiction: Changes also have been made to reflect the change in the jurisdiction of incorporation of the issuer to England from Italy under the merger, including the removal of provisions that are no longer relevant.

International Game Technology is a gaming company based in Las Vegas. Gtech, formerly known as Lottomatica Group SpA, was based in Rome.

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