Item 1. Security and Issuer
This Amendment No. 11 to the statement on Schedule 13D, which amends and supplements the Schedule 13D originally filed by MacAndrews & Forbes Incorporated (“M&F”) and SGMS Acquisition Corporation (“SGMS One”) on November 26, 2003, is filed by M&F, SGMS One, RLX Holdings Two LLC (“RLX”), SGMS Acquisition Two LLC (formerly SGMS Acquisition Two Corporation) (“SGMS Two”), SGMS Acquisition Three LLC (“SGMS Three”), MFV Holdings One LLC (“MFV”), MacAndrews & Forbes LLC (“M&F LLC”) and MacAndrews & Forbes Group, LLC (“M&F Group”) and relates to the common stock, par value $0.001 per share (“Common Stock”), of Scientific Games Corporation, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6601 Bermuda Road, Las Vegas, Nevada 89119.
Item 2. Identity and Background
The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a)-(c) This statement is being filed by M&F and its wholly owned subsidiaries, SGMS One, RLX, SGMS Two, SGMS Three, MFV, M&F LLC and M&F Group (collectively, the “Reporting Persons”), all of which are incorporated in Delaware. This statement is being filed with respect to shares of Common Stock that may be beneficially owned by M&F, SGMS One, RLX, SGMS Two, SGMS Three, MFV, M&F LLC and M&F Group. Ronald O. Perelman is the sole stockholder of M&F, which is the sole stockholder or member, as applicable, of each of SGMS One, RLX, SGMS Two, SGMS Three, MFV, M&F LLC and M&F Group. M&F LLC is the sole member of M&F Group. The business address of each of M&F, SGMS One, RLX, SGMS Two, SGMS Three, MFV, M&F LLC and M&F Group is 35 East 62nd Street, New York, New York 10065.
A restated Schedule I, which includes certain required information regarding the Reporting Persons, is attached hereto and is incorporated herein by reference.
Each of the persons named on Schedule I (the “Schedule I Persons”) is a United States citizen. During the last five years, none of the Reporting Persons or the Schedule I Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Since the date of Amendment No. 10 to Schedule 13D, the Reporting Persons (as previously reported on Form 4s filed by Ronald O. Perelman) acquired shares of Common Stock as follows: (i) 320,000 shares of Common Stock in the open market at a weighted average price per share ranging from $7.80 to $8.55 between November 16, 2015 and November 24, 2015; (ii) 102,076 shares of Common Stock in the open market at a weighted average price per share of $31.57 on August 13, 2018; (iii) 72,924 shares of Common Stock in the open market at a weighted average price per share of $31.95 on August 13, 2018; (iv) 200,000 shares of Common Stock in the open market at a weighted average price per share of $15.63 on December 20, 2018; (v) 400,000 shares of Common Stock in the open market at a weighted average price per share of $15.09 on December 21, 2018; (vi) 60,558 shares of Common Stock in the open market at a weighted average price per share of $15.91 on December 24, 2018; (vii) 139,442 shares of Common Stock in the open market at a weighted average price per share of $16.33 on December 24, 2018; and (viii) 100,000 shares of Common Stock in the open market at a weighted average price per share of $17.11 on December 26, 2018. The aggregate purchase price for these shares of Common Stock was approximately $22.2 million, which amount was obtained from cash on hand.
Shares of Common Stock may from time to time be pledged pursuant to the terms of commercial loan agreements.
Item 4. Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the information contained in Item 3 above, which is incorporated herein by reference, and the following information:
The Reporting Persons acquired the shares of Common Stock described in Item 3 of the Schedule 13D for investment purposes. In addition, each of the Reporting Persons and Schedule I Persons continues to reserve the right to acquire or dispose of securities of the Issuer or to formulate other purposes, plans or proposals regarding the Issuer or its securities to the extent deemed advisable in light of general investment policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a)-(b) As of the close of business on December 26, 2018, (i) SGMS One has sole voting power and sole dispositive power over 26,385,736 shares of Common Stock, representing approximately 28.8% of the Common Stock, (ii) RLX has sole voting power and sole dispositive power over 3,125,000 shares of Common Stock, representing approximately 3.4% of the Common Stock, (iii) SGMS Two has sole voting power and sole dispositive power over 4,395,000 shares of Common Stock, representing approximately 4.8% of the Common Stock, (iv) SGMS Three has sole voting power and sole dispositive power over 645,000 shares of Common Stock, representing approximately 0.7% of the Common Stock, (v) MFV has sole voting power and sole dispositive power over 925,000 shares of Common Stock, representing approximately 1.0% of the Common Stock and (vi) M&F Group (of which M&F LLC is the sole member) has sole voting power and sole dispositive power over 175,000 shares of Common Stock, representing approximately 0.2% of the Common Stock.
Because SGMS One, RLX, SGMS Two, SGMS Three, MFV, M&F LLC and M&F Group are wholly owned subsidiaries of M&F, M&F may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by such entities, representing approximately 38.9% of the Common Stock.
Ronald O. Perelman, Director, Chairman and Chief Executive Officer of M&F, may be deemed to beneficially own all the shares of Common Stock beneficially owned by M&F, SGMS One, RLX, SGMS Two, SGMS Three, MFV, M&F LLC and M&F Group. Mr. Perelman also beneficially owns 88,032 shares of Common Stock, representing approximately 0.1% of the Common Stock, which, together with the shares beneficially owned by M&F, SGMS One, RLX, SGMS Two, SGMS Three, MFV, M&F LLC and M&F Group that Mr. Perelman may be deemed to beneficially own, represent approximately 39.0% of the Common Stock.
Barry F. Schwartz, the Vice Chairman of M&F, beneficially owns 116,852 shares of Common Stock, representing approximately 0.1% of the Common Stock.
Debra G. Perelman, Director of M&F and President and Chief Executive Officer of Revlon, Inc., beneficially owns 3,495 shares of Common Stock, representing less than 0.1% of the Common Stock.
Paul G. Savas, the Executive Vice President and Chief Financial Officer of M&F, beneficially owns 28,000 shares of Common Stock, representing less than 0.1% of the Common Stock.
The percentages set forth in the preceding paragraphs of this Item 5 have been calculated based upon 91,706,419 shares of Common Stock outstanding as of November 5, 2018, according to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities Exchange Commission on November 8, 2018.
(c) Except as described in Item 3 of the Schedule 13D, none of the persons named above nor any of the Schedule I Persons has effected any transaction with respect to the Common Stock during the past sixty days.
Item 7.
Material to be Filed as Exhibits
Exhibit 17
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Joint Filing Agreement, dated as of December 26, 2018, by and among MacAndrews & Forbes Incorporated, SGMS Acquisition Corporation, RLX Holdings Two LLC, SGMS Acquisition Two LLC, SGMS Acquisition Three LLC, MFV Holdings One LLC, MacAndrews & Forbes LLC and MacAndrews & Forbes Group, LLC.
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