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IGT seeks consents for $1.3 billion notes related to planned merger
By Susanna Moon
Chicago, Oct. 8 – International Game Technology said it began a consent solicitation for $1.3 billion of three series of notes in connection with the planned acquisition of the company by Gtech SpA.
The company is soliciting consents to amend the notes to
• Exclude the merger of the companies from the definition of change of control; and
• After the merger, apply the definition of change of control to the post-merger parent of IGT (Holdco) other than permitted holders and permit Holdco to furnish the financial reports that are currently required to be furnished by IGT.
Regardless of the outcome, all three series of notes that remain outstanding after the merger will be unconditionally guaranteed by Holdco as well as subsidiary guarantors of Holdco’s debt securities on a pari passu basis, according to a company press release by IGT.
The purpose of the amendment is to assure holders that the notes will generally benefit equally and ratably from at least the same subsidiary guarantees that are afforded to the holders of other debt securities of Holdco, the company said.
The consent fee for each $1,000 principal amount will be $2.50 for the $500 million 7.5% notes due 2019, $5.00 for the $300 million 5.5% notes due 2020 and $10.00 for the $500 million 5.35% notes due 2023.
In order to receive a consent fee, holders must deliver their consents by 5 p.m. ET on Oct. 20.
Payment of the consent fee for any series is subject to the receipt of the required majority consents from that series but is not conditioned on completion of the planned merger, the company said.
Citigroup Global Markets Ltd. (800 558-3745 or 212 723-6106 collect), Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955 collect) and Credit Suisse Securities (USA) LLC are the solicitation agents. D.F. King & Co., Inc. (800 884-5882 or 212 269-5550 collect) is the information and tabulation agent.
International Game Technology is a Las Vegas-based manufacturer of gaming machines.
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