Gtech sets 2016 notes call date, gets consents for two other series

By Angela McDaniels

Tacoma, Wash., Nov. 7 – Gtech SpA gave more information about the planned redemption of its €750 million of 5.375% guaranteed notes due 2016 and announced the early results of the consent solicitation for its €500 million of 5.375% guaranteed notes due 2018 and €500 million of 3.5% guaranteed notes due 2020.

The company has decided to redeem the 2016 notes on Dec. 8.

The make-whole redemption price will be calculated using the yield of a reference German Bund plus 50 basis points. Holders will also receive accrued interest up to the redemption date.

Gtech said it will use a draw on its revolving credit facility to fund the redemption.

Consent solicitation

As of 11 a.m. ET on Nov. 6, the early voting deadline, the holders of 87% of the 2018 notes and 91% of the 2020 notes had submitted instructions in favor of the consent solicitation, according to a company announcement.

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 consent solicitation began Oct. 23. 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.

Holders who voted in favor of the proposal by delivering a consent instruction by the early voting deadline will receive a consent fee, which is 2.5% for the 2018 notes and 4.5% for the 2020 notes.

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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