Gtech completes consent solicitation for 5.375% and 3.5% notes

By Jennifer Chiou

New York, Nov. 25 – Gtech SpA announced the final 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 consent solicitation began on Oct. 23.

Holders of the 5.375% notes voted at a meeting at 9 a.m. ET on Nov. 24, and holders of the 3.5% notes voted at a meeting at 11 a.m. ET that same day.

For the 5.375% notes, holders of 90.24% of the notes were represented at the meeting, with votes cast by holders of 90.21% of the outstanding notes. According to a company release, 99.39% of votes cast were in favor of the extraordinary resolution.

For the 3.5% notes, holders of 92.06% of the notes were represented at the meeting, with votes cast by holders of 91.66% of the outstanding notes. The release said that 99.04% of votes cast were in favor of the extraordinary resolution.

At 11 a.m. ET on Nov. 6, the early voting deadline, holders of 87% of the 5.375% notes and 91% of the 3.5% notes had submitted instructions in favor of the consent solicitation, according to a prior company announcement.

As reported, the company was seeking noteholder approval of its acquisition of International Game Technology.

Noteholders who voted 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 already said it plans to call any series of notes for which the proposal is not approved.

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 had to 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 had to vote in favor of the proposal in order for it to pass.

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

The solicitation agents were 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 was Lucid Issuer Services Ltd. (40 22 7704 0880 or gtech@lucid-is.com).

The information agent was Georgeson Srl (39 06 42171 721/771 or proxy@georgeson.com). The principal paying agent was Bank of New York Mellon, London Branch (39 02 87909 825 or Milan_GCS@bnymellon.com).

Earlier in the month, the company said it will redeem its €750 million of 5.375% guaranteed notes due 2016 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.

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

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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