LONDON, June 28, 2018 /PRNewswire/ -- International
Game Technology PLC (NYSE:IGT) ("IGT") today announced that
it has received an amount of gross proceeds from the issuance of
€500 million 3.500% senior secured notes due 2024 (the "New
Notes") sufficient to finance the payment by IGT of the
aggregate tender offer consideration (the "Tender Offer
Consideration") with respect to its 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 (the "4.750% Notes" and
together with the 4.125% Notes, the "Notes") (ISIN
XS0860855930),
|
validly tendered and accepted for purchase pursuant to an offer
to purchase dated June 18, 2018 (the
"Offer to Purchase" and such offer, the "Offer")
(such condition being the "Financing Condition").
On June 26, 2018, IGT announced
that €262,395,000 aggregate principal amount of the 4.125% Notes
and €112,100,000 aggregate principal amount of the 4.750% Notes had
been validly tendered (and not validly withdrawn) and that, subject
to satisfaction of all conditions set out in the Offer to Purchase,
it intended to accept for purchase all of the Notes tendered in the
Offer. The Final Acceptance Amount (as defined in the Offer to
Purchase) is therefore €374,495,000.
IGT hereby announces that all conditions set out in the Offer to
Purchase, including the Financing Condition, have been satisfied
and that therefore it will pay on the date hereof the Tender Offer
Consideration plus accrued and unpaid interest on the applicable
Notes from, and including, the immediately preceding interest
payment date up to, but excluding, June 28,
2018.
BNP Paribas, Deutsche Bank AG, London Branch and Société Générale acted as
the Dealer Managers for the Offer.
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.
The New Notes (as defined above) were offered in the United States to qualified institutional
buyers pursuant to Rule 144a under the Securities Act of 1933, as
amended (the "Securities Act"), and to non-U.S. persons in
reliance on Regulation S under the Securities Act. The New Notes
have not been and will not be registered under the Securities Act
and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements.
This news release does not contain or constitute an offer to
sell or the solicitation of an offer to buy any of the Notes or the
New Notes, nor shall there be any sale of the New Notes in
the United States or any state or
jurisdiction in which such offer, solicitation, or sale is
unlawful. Any offer of the New Notes will be made only by means of
a private offering memorandum.
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. 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 relating to the Notes
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, and "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 applicable 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