Current Report Filing (8-k)
August 14 2017 - 4:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 2017
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
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81-0422894
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(State of incorporation)
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(IRS Employer
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Identification No.)
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0-13063
(Commission File Number)
6650 S. El Camino Road Las Vegas, Nevada
89118
(Address of registrant’s principal executive
office)
(702) 897-7150
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instructions A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
¨
Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Credit Agreement
On August 14, 2017, Scientific Games Corporation
(the “
Company
”) entered into Amendment No. 3 to the Credit Agreement, dated as of October 18, 2013 (as amended,
supplemented, amended and restated or otherwise modified from time to time, including without limitation, by that certain Amendment
No. 1, dated as of October 1, 2014, and that certain Amendment No. 2, dated as of February 14, 2017, the “
Credit Agreement
”),
by and among the Company, Scientific Games International, Inc. (“
SGI
”), a wholly owned subsidiary of the Company,
the several banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative
agent and collateral agent (such amendment, “
Amendment No. 3
”).
Amendment No. 3 (i) creates a new tranche of
$3,283 million term loans under the Credit Agreement (the “
New Term Loans
”) due August 14, 2024 (subject to
an accelerated maturity under certain circumstances), (ii) reduces the applicable margin for the term loans to 3.25% per annum
for eurodollar (LIBOR) loans and 2.25% per annum for base rate loans and (iii) modifies certain other covenants as set forth in
Amendment No. 3.
A portion of the proceeds of the New Term Loans
was used to prepay some of the existing term loans, and the remaining term loans were converted into New Term Loans.
The foregoing description of Amendment No. 3
does not purport to be complete and is qualified in its entirety by the full text of this agreement, a copy of which is attached
hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD disclosure.
On August 14, 2017, the Company issued a press
release announcing the entry into Amendment No. 3. A copy of the press release announcing the closing is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information contained under Item 7.01
in this Report, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed "filed"
for purposes of Section 18 of the Exchange Act, as amended (the “
Exchange Act
”), or subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
This Report, including Exhibit 99.1, contains
"forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements
are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or
performance. These forward-looking statements involve certain risks, uncertainties and other factors that could cause actual results
to differ materially from those contemplated in forward-looking statements, as discussed further in the press release attached
hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
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Description
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10.1
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Amendment No. 3, dated as of August 14, 2017, among Scientific Games International, Inc., as the borrower, Scientific Games Corporation, the several banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, issuing lender and swingline lender, which amended and restated the Credit Agreement, dated as of October 18, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, including without limitation, by that certain Amendment No. 1, dated as of October 1, 2014, and that certain Amendment No. 2, dated as of February 14, 2014
)
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99.1
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Press Release of Scientific Games Corporation, dated August 14, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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SCIENTIFIC GAMES CORPORATION
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By:
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/s/ Michael A. Quartieri
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Name: Michael A. Quartieri
Title: Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
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Date: August 14, 2017
Exhibit Index
Exhibit
No.
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Description
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10.1
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Amendment No. 3, dated as of August 14, 2017, among Scientific Games International, Inc., as the borrower, Scientific Games Corporation, the several banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, issuing lender and swingline lender, which amended and restated the Credit Agreement, dated as of October 18, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, including without limitation, by that certain Amendment No. 1, dated as of October 1, 2014, and that certain Amendment No. 2, dated as of February 14, 2014
)
.
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99.1
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Press Release of Scientific Games Corporation, dated August 14, 2017.
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