LONDON, June 18, 2018 /PRNewswire/ -- International
Game Technology PLC (NYSE:IGT) ("IGT") today announced an
invitation to holders (each a "Holder" and collectively, the
"Holders") of each series of the outstanding (i)
€700,000,000 4.125% Senior Secured Notes due 2020 represented by
the Regulation S global note (the "4.125% Notes") (ISIN:
XS1204431867) and (ii) €500,000,000 4.750% Senior Secured Notes due
2020, which were issued with an initial coupon of 3.500% (the
"4.750% Notes" and, together with the 4.125% Notes, the
"Notes" and each series of Notes, a "Series") (ISIN
XS0860855930) issued by IGT to tender their Notes for purchase by
IGT for cash (the "Offer") on the terms and subject to the
conditions set out in the offer to purchase dated June 18,
2018 (the "Offer to Purchase") prepared in connection with
the Offer, and is subject to the offer and distribution
restrictions set out below. Capitalized terms used herein but not
defined have the meanings given to them in the Offer to
Purchase. For the avoidance of doubt, with respect to the
4.125% Notes, the Offer is only being made for such 4.125% Notes
which are represented by the Regulation S global note (ISIN:
XS1204431867).
The tender offer consideration for each €1,000 principal amount
of the 4.125% Notes accepted for purchase pursuant to the Offer
will be €1,050 (the "4.125% Notes Tender Offer
Consideration"). The tender offer consideration for each €1,000
principal amount of the 4.750% Notes accepted for purchase pursuant
to the Offer will be €1,070 (the "4.750% Notes Tender
Offer Consideration", and together with the "4.125%
Notes Tender Offer Consideration", the "Tender Offer
Consideration").
All Holders of purchased Notes will also receive, in addition to
the Tender Offer Consideration, a cash amount in euro equal to the
accrued and unpaid interest on the applicable Notes, from, and
including, the immediately preceding interest payment date up to,
but excluding, the date of payment for the tendered Notes, which,
subject to satisfaction or waiver of the conditions set forth in
the Offer to Purchase, shall occur promptly following the
Expiration Date (as defined below) (the "Settlement Date")
(such cash amount, "Accrued Interest").
IGT hereby also announces that to take advantage of the current
market conditions it intends to launch a new offering of euro notes
(the "New Notes Offering"). The purpose of the Offer and the
New Notes Offering is to extend the weighted average maturity of
IGT's debt.
Subject to the terms and conditions set out in the Offer to
Purchase, IGT intends to purchase an aggregate principal amount of
Notes (if any) validly tendered for an aggregate Tender Offer
Consideration with respect to such Notes across both Series up to
an amount equal to the gross proceeds from the New Notes Offering.
However, IGT reserves the right, in its sole discretion, to accept
an aggregate principal amount of Notes (if any) validly tendered
for an aggregate Tender Offer Consideration that is significantly
more or significantly less than the New Notes Proceeds and, in the
event that any Accrued Interest, costs, fees or expenses are
subsequently designated by IGT to be paid with the New Notes
Proceeds, this would reduce by such amount the Tender
Offer Consideration available to be paid and consequently
the aggregate principal amount of Notes accepted for purchase
(the final aggregate principal amount of Notes accepted for
purchase pursuant to the Offer being the "Final Acceptance
Amount").
The Offer is subject to the conditions set forth in the Offer to
Purchase, including among other things, IGT (in its sole
discretion) being satisfied that it has received, or will receive,
by the Settlement Date, an amount of gross proceeds from the New
Notes Offering which would be sufficient to finance the payment by
IGT of the aggregate Tender Offer Consideration with respect to all
Notes validly tendered and accepted for purchase pursuant to the
Offer to Purchase (the "Financing Condition"). IGT may waive
the Financing Condition in whole or in part.
Key Terms of the Offer
Subject to the terms and conditions set out in the Offer to
Purchase, IGT intends to purchase Notes validly tendered for the
applicable Tender Offer Consideration, subject to the Final
Acceptance Amount.
IGT reserves the right, in its sole discretion and subject to
any applicable law, to terminate the Offer with respect to one
Series and not terminate the Offer with respect to the other
Series. IGT also reserves the right, in its sole discretion and
subject to any applicable law, to decide the aggregate principal
amount of the Notes of each Series to be purchased pursuant to the
Offer subject to the Final Acceptance Amount. Such amount may not
be equal to, or pro rata with, the aggregate principal amount of
the Notes of the other Series which IGT determines to purchase
pursuant to the Offer. If the purchase of all Notes of a Series
validly tendered at or prior to the Expiration Date would cause the
aggregate principal amount of the Notes of such Series purchased to
exceed the aggregate principal amount of the Notes of such Series
IGT decides to purchase in the Offer, then the Offer will be
oversubscribed as to such Series. If the Offer is oversubscribed as
to a Series, then IGT will purchase validly tendered Notes of such
Series on a pro rata basis. As a result, Holders may be left with a
portion of their Notes even if they tender all of their
Notes.
IGT will accept Notes for purchase only in minimum denominations
of €100,000 and integral multiples of €1,000 in excess thereof (in
the case of the 4.125% Notes) and €100,000 (in the case of the
4.750% Notes). No alternative, conditional or contingent tenders
will be accepted. In the event of proration, IGT will only purchase
validly tendered Notes of a Series to the extent such proration
would not (i) result in IGT purchasing less than €100,000 in
aggregate principal amount of Notes of such Series validly tendered
by a Holder or (ii) leave a Holder with less than €100,000 in
aggregate principal amount of Notes of such Series in which case
such tender of Notes will be rounded down or up such that either
(a) an amount equal to the relevant minimum denomination of the
relevant Series of Notes or (b) no amount of Notes would be
required to be returned to the relevant Holders. In the event of
proration, IGT will determine each Proration Factor as soon as
practicable after the Expiration Date.
The Offer begins on June 18, 2018 (the "Launch
Date") and expires at 4:00 p.m.,
London time, on June 25, 2018 (the "Expiration Date"),
unless the period for the Offer is extended or reopened or the
Offer is amended or terminated. The relevant deadline set by any
intermediary or a Clearing System will be earlier than this
deadline. In order to participate in, and be eligible to receive
the relevant Tender Offer Consideration and the Accrued Interest
pursuant to the Offer, Holders must validly tender their Notes by
delivering, or arranging to have delivered on their behalf, a valid
Electronic Instruction that is received by Lucid Issuer Services
Limited (the "Tender and Information Agent") by the
Expiration Date. IGT expects to announce (i) the amount of Notes
validly tendered for each Series and, subject to satisfaction of
the General Conditions and the Financing Condition, the amount of
Notes accepted for each Series and each Proration Factor (if any)
and (ii) the Final Acceptance Amount, on June 26, 2018, unless the Offer is extended. The
expected date for payment of the Tender Offer Consideration and
Accrued Interest for the Notes accepted for purchase and settlement
of such purchases is expected to be June 28,
2018.
Subject to applicable laws and regulations and as provided in
the Offer to Purchase, IGT may, in its sole and absolute
discretion, extend, re-open, amend or terminate the Offer at any
time before the Expiration Date and may, in its sole and absolute
discretion, waive any of the conditions to the Offer. Details of
any such extension, re-opening, amendment, waiver or termination
will be announced as provided in the Offer to Purchase as soon as
reasonably practicable after the relevant decision is made.
IGT will promptly announce the Final Acceptance Amount by
issuing a news release. If Holders tender more Notes in the Offer
than they expect to be accepted for purchase by IGT and IGT
subsequently accepts for purchase more than expected by such
Holder, such Holders will not be able to revoke any of their
previously tendered Notes. Accordingly, Holders should not tender
any Notes that they do not wish to be accepted for purchase.
Expected Timetable of Events
The times and dates below are indicative only.
Date
|
Calendar Date and
Time
|
Event
|
Launch
Date
|
June 18,
2018.
|
Invitation to tender
announced by IGT and Offer to Purchase available from the Tender
and Information Agent.
|
|
|
|
Expiration
Date
|
4:00 p.m., London
time, on June 25, 2018, unless extended or earlier
terminated.
|
The final deadline
for receipt of valid Electronic Instructions by the Tender and
Information Agent in order for Holders to be able to participate in
the Offer. The deadline set by each Clearing System for the
submission of Electronic Instructions will be earlier than the
Expiration Date.
|
|
|
|
Announcement of
Conditional Results
|
As soon as
practicable on June 26, 2018.
|
Announcement by IGT
of:
|
|
|
1)
|
the amount of Notes
validly tendered for each Series and subject to satisfaction of the
General Conditions and the Financing Condition, the amount of Notes
accepted for each Series and each Proration Factor (if any);
and
|
|
|
|
|
|
|
2)
|
the Final Acceptance
Amount.
|
|
|
|
Announcement of
Satisfaction of the Financing Condition
|
As soon as
practicable on the Settlement Date.
|
Announcement by IGT
of whether or not the Financing Condition has been
satisfied.
|
|
|
|
Settlement
Date
|
The Settlement Date
is expected to occur promptly following the Expiration Date.
Assuming the Offer is not extended or earlier terminated, the
Settlement Date is expected to be June 28, 2018.
|
IGT will pay to the
applicable Clearing Systems the amount of cash necessary to pay the
Tender Offer Consideration and Accrued Interest. IGT shall have no
obligation to make or pay interest by reason of any delay by a
Clearing System in making payments to the Holders or
otherwise.
|
The above dates and times are subject, where applicable, to
the right of IGT to extend, re-open, amend or terminate the Offer.
Beneficial owners are advised to check with any broker, dealer,
bank, custodian, trust company or other intermediary or nominee
through which they hold Notes whether such institution would
require receipt of instructions to participate in the Offer before
the deadline specified above.
The deadline set by each Clearing System for the
submission of Electronic Instructions will be earlier than the
relevant deadlines above.
Further Information
The Offer is described in full in the Offer to Purchase which is
available from the Tender and Information Agent (as detailed
below). Requests for information in relation to the procedures for
participating in the Offer should be directed to the Tender and
Information Agent:
|
Lucid Issuer
Services Limited Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Arlind Bytyqi
Telephone: +44 (0) 20 7704 0880
Email: igt@lucid-is.com
|
|
|
|
|
Any questions
regarding the terms of the Offer should be directed to the Dealer
Managers:
|
|
|
|
BNP
Paribas
|
Deutsche Bank AG,
London Branch
Winchester
House
1 Great Winchester
Street
London EC2N
2DB
United
Kingdom
Attention: Liability
Management
Telephone: +44 20
7545 8011
|
Société
Générale
|
10 Harewood
Avenue
London NW1
6AA
United
Kingdom
Attention: Liability
Management Group
Telephone: +44 20
7595 8668
E-mail:
liability.management@bnpparibas.com
|
10 Bishops
Square
London E1
6EG
United
Kingdom
Attention: Liability
Management
Telephone: +44 20
7676 7680
E-mail:
liability.management@sgcib.com
|
DISCLAIMER
No offer or invitation to acquire any securities is being made
pursuant to this news release. Each Holder is recommended to seek
its own financial and legal advice, including in respect of any tax
consequences, immediately from its stockbroker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
pursuant to the Offer. None of IGT, the Dealer Managers or the
Tender and Information Agent makes any recommendation whether
Holders should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this news release nor the Offer to Purchase constitutes
an invitation to participate in the Offer in or from any
jurisdiction in or from which, or to any person to or from whom, it
is unlawful to make such invitation or for there to be such
participation under applicable securities laws and regulations. The
distribution of this news release and the Offer to Purchase in
certain jurisdictions may be restricted by laws and regulations.
Persons into whose possession this news release or the Offer to
Purchase comes are required by each of IGT, the Dealer Managers and
the Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States. This includes, but is not
limited to, facsimile transmission, electronic mail, telephone and
the internet. Accordingly, copies of this news release and any
other documents or materials relating to the Offer are not being,
and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by brokers, dealers, banks, custodians, trust companies
or other intermediaries or nominees) in or into the United States. Any purported tender of
Notes in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Notes made by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid and will not
be accepted.
Each person participating in the Offer will represent that it or
any beneficial owner of the Notes or any person on whose behalf
such person is acting is not a U.S. Person or a resident or
located in the United States and
will not be resident or located in the
United States at the time of the submission of its
Electronic Instruction pursuant to the Offer. For the purposes of
this news release, "United
States" means the United
States of America, its territories and possessions, any
state of the United States of
America and the District of Columbia. "U.S.
Person" has the meaning ascribed thereto in Regulation S of the
U.S. Securities Act of 1933, as amended.
European Economic Area
In any European Economic Area Member State, this news release is
only addressed to and is only directed at qualified investors in
that Member State within the meaning of Directive 2010/73/EU,
together with any applicable implementing measures in any Member
State.
Italy
None of the Offer, this news release or any other document or
materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws
and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 3 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes that are located in
Italy can tender Notes for
purchase in the Offer through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time,
and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
United Kingdom
The communication of this news release and any other documents
or materials relating to the Offer is not being made, and such
documents or materials have not been approved, by an authorized
person for the purposes of Section 21 of the Financial
Services and Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents or materials are not being distributed
to, and must not be passed on to, the general public in the
United Kingdom. The communication
of such documents or materials is exempt from the restriction on
financial promotions under Section 21 of the FSMA on the basis
that it is only directed at and may be communicated to (i) persons
who have professional experience in matters relating to
investments, being investment professionals as defined in
Article 19 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion
Order"); (ii) persons who fall within Article 43(2) of the
Financial Promotion Order; or (iii) any other persons to whom these
documents or materials may lawfully be made under the Financial
Promotion Order. Any investment or investment activity to which
this news release relates is available only to such persons or will
be engaged only with such persons and other persons should not rely
on it.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France
("France"). Neither this
news release nor any other document or material relating to the
Offer has been or shall be distributed to the public in
France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de
tiers) and/or (ii) qualified investors (investisseurs
qualifiés), other than individuals, acting for their own
account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the
Offer. This news release has not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
General
This news release does not constitute an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes in the
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of the Dealer Managers' respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by such Dealer Manager or
affiliate, as the case may be, on behalf of IGT in such
jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Holder
participating in the Offer will also be deemed to give certain
representations in respect of the other jurisdictions referred to
above and generally as set out in the Offer to Purchase. Any tender
of Notes for purchase pursuant to the Offer from a Holder that is
unable to make these representations will not be accepted. Each of
IGT, each Dealer Manager and the Tender and Information Agent
reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offer,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result IGT determines
(for any reason) that such representation is not correct, such
tender shall not be accepted.
About IGT
IGT (NYSE:IGT) is the global leader in gaming. We enable players
to experience their favorite games across all channels and
regulated segments, from Gaming Machines and Lotteries to
Interactive and Social Gaming. Leveraging a wealth of premium
content, substantial investment in innovation, in-depth customer
intelligence, operational expertise and leading-edge technology,
our gaming solutions anticipate the demands of consumers wherever
they decide to play. We have a well-established local presence and
relationships with governments and regulators in more than 100
countries around the world, and create value by adhering to the
highest standards of service, integrity, and responsibility. IGT
has over 12,000 employees.
Cautionary Statement Regarding Forward-Looking
Statements
This news release may contain forward-looking statements
(including within the meaning of the Private Securities Litigation
Reform Act of 1995) concerning International Game Technology PLC
and its consolidated subsidiaries (the "Company") and other
matters. These statements may discuss goals, intentions, and
expectations as to future plans, trends, events, dividends, results
of operations, or financial condition, or otherwise, based on
current beliefs of the management of the Company as well as
assumptions made by, and information currently available to, such
management. Forward-looking statements may be accompanied by words
such as "aim," "anticipate," "believe," "plan," "could," "would,"
"should," "shall," "continue," "estimate," "expect," "forecast,"
"future," "guidance," "intend," "may," "will," "possible,"
"potential," "predict," "project" or the negative or other
variations of them. These forward-looking statements speak only as
of the date on which such statements are made and are subject to
various risks and uncertainties, many of which are outside the
Company's control. Should one or more of these risks or
uncertainties materialize, or should any of the underlying
assumptions prove incorrect, actual results may differ materially
from those predicted in the forward-looking statements and from
past results, performance, or achievements. Therefore, you should
not place undue reliance on such statements. Factors that could
cause actual results to differ materially from those in the
forward-looking statements include (but are not limited to) the
factors and risks described in the Company's annual report on Form
20-F for the financial year ended December
31, 2017 and other documents filed from time to time with
the SEC, which are available on the SEC's website at www.sec.gov
and on the investor relations section of the Company's website at
www.IGT.com. Except as required under applicable law, the Company
does not assume any obligation to update these forward-looking
statements. You should carefully consider these factors and other
risks and uncertainties that affect the Company's business. Nothing
in this news release is intended, or is to be construed, as a
profit forecast or to be interpreted to mean that financial
performance of the Company for the current or any future financial
years will necessarily match or exceed the historical published
financial performance of the Company, as applicable. All
forward-looking statements contained in this news release are
qualified in their entirety by this cautionary statement. All
subsequent written or oral forward-looking statements attributable
to International Game Technology PLC, or persons acting on its
behalf, are expressly qualified in its entirety by this cautionary
statement.
Contacts
Robert K. Vincent, Corporate
Communications, toll free in U.S./Canada (844) IGT-7452 and outside
U.S./Canada +1 (401) 392-7452;
James Hurley, Investor Relations, +1
(401) 392-7190; and
Simone Cantagallo, (+39) 06
51899030; for Italian media inquiries.
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SOURCE International Game Technology PLC