Gtech to redeem notes due 2016, seek consents for two other series

By Angela McDaniels

Tacoma, Wash., Oct. 23 – Gtech SpA plans to call its €750 million of 5.375% guaranteed notes due 2016 and began a consent solicitation for its €500 million of 5.375% guaranteed notes due 2018 and €500 million of 3.5% guaranteed notes due 2020, according to company announcements.

The company is seeking noteholder approval of its pending acquisition of International Game Technology.

Noteholders who vote in favor of the proposal will also be agreeing that the merger will not trigger a put option and providing a waiver of any and all events of default or potential events of default that may be triggered by the acquisition within 12 months of the passing of the proposal.

Gtech said it plans to call any series of notes for which the proposal is not approved.

The company is offering a consent fee to holders who vote in favor of the proposal by delivering a consent instruction by the early voting deadline, 11 a.m. ET on Nov. 6. The fee is 2.5% for the 2018 notes and 4.5% for the 2020 notes.

Holders of the 2018 notes will vote at a meeting at 9 a.m. ET on Nov. 24. Holders of the 2020 notes will meet at 11 a.m. ET that same day.

At each meeting, at least 50% of the notes must be represented at the meeting in order to form a quorum, and the holders of at least two-thirds of the notes represented at the meeting must vote in favor of the proposal in order for it to pass.

The company noted that consents are not needed from the holders of its €750 million subordinated interest-deferrable capital securities due 2066.

The solicitation agents are Barclays Bank plc (44 20 3134 8515 or eu.lm@barclays.com), Credit Suisse Securities (Europe) Ltd. (44 20 7883 8763 or liability.management@credit-suisse.com) and Societe Generale (44 20 7676 7579 or liability.management@sgcib.com). The tabulation agent is Lucid Issuer Services Ltd. (40 22 7704 0880 or gtech@lucid-is.com). The information agent is Georgeson Srl (39 06 42171 721/771 or proxy@georgeson.com). The principal paying agent is Bank of New York Mellon, London Branch (39 02 87909 825 or Milan_GCS@bnymellon.com).

Gtech, formerly known as Lottomatica Group SpA, and International Game Technology are gaming companies based in Rome and Las Vegas, respectively.

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