Gtech tenders for €750 million subordinated interest-deferrable notes

By Jennifer Chiou

New York, Dec. 18 – Gtech SpA announced the start of the tender offer and consent solicitation for any and all of its €750 million of subordinated interest-deferrable capital securities due 2066.

According to company announcements, Gtech is seeking noteholder approval to pass extraordinary resolutions in connection with its acquisition of International Game Technology.

The proposed resolutions to the trust deed include (1) acknowledgment that condition 6.7 (replacement) of the capital securities does not apply in relation with this offer and (2) approval of amendments to, among other things, reflect the change of jurisdiction of incorporation of the issuer with the merger and to remove provisions no longer relevant as a result of the jurisdiction change and remove commercial terms that are no longer relevant.

Noteholders who vote in favor of the proposals will receive a consent fee of 0.25% for each of the resolutions, for a total of 0.5%.

In addition to the consent fee, Gtech said it will pay 105.75 for tendered securities as well as an early tender premium for those who participate prior to 11 a.m. ET on Jan. 7. This amounts to a total consideration of 109.25, plus accrued interest.

The consent expiration deadline is Jan. 14, and the tender deadline is set for Jan. 22.

Noteholder meetings will take place from Jan. 19 to Jan. 21 in Rome.

Settlement is slated for Jan. 23.

The dealer managers are Credit Suisse Securities (Europe) Ltd. (44 20 7883 8763 or liability.management@credit-suisse.com), Barclays Bank plc (44 20 3134 8515 or eu.lm@barclays.com) and Citigroup Global Markets Ltd. (44 20 7986 8969 or liabilitymanagement.europe@citi.com).

The tender agent is Lucid Issuer Services Ltd. (40 20 7704 0880 or gtech@lucid-is.com). The information agent is Georgeson Srl (39 06 42171 721/711 or proxy@georgeson.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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