LONDON, April 10, 2015 /PRNewswire/ -- International
Game Technology PLC (NYSE: IGT) ("IGT") and its wholly-owned
subsidiary, International Game Technology (the "Issuer"), today
announced that the Issuer is making offers (the "Offers") to
purchase for cash $800 million
aggregate principal amount of the two series of the Notes described
in the table below (the "Notes") at a purchase price equal to 101%
of the principal amount thereof (the "Consideration") plus any
accrued and unpaid interest to, but not including, the date of
purchase of such Notes (the "Payment Date"). The Offers are being
made to satisfy the requirements of the respective indentures
governing the Notes as a result of a change of control transaction.
As previously announced, GTECH S.p.A. and the Issuer completed the
combination of their businesses under IGT on April 7,
2015.
IGT and the Issuer also announced that the Issuer is soliciting
consents (the "Solicitations") from holders of the Notes and is
offering to pay cash consent fees to holders who consent to the
proposed amendments with respect to the Notes. The proposed
amendments would change the terms of each series of the Notes by
amending the reporting covenants in the applicable indenture to
permit the Issuer to furnish the required information with respect
to IGT instead of the Issuer if and for so long as IGT fully and
unconditionally guarantees the applicable series of the Notes. As a
result of the completion of the combination, IGT intends to
unconditionally guarantee both series of the Notes. IGT expects to
enter into the guarantees on or about April 17, 2015.
The Offers are being conducted separately and distinctly from
the Solicitations. Neither Offer is conditioned on a holder
consenting to the proposed amendment with respect to the applicable
series of the Notes and neither Solicitation is conditioned on a
holder accepting the Offer with respect to the applicable series of
the Notes.
The Offers and the Solicitations are being made upon the terms
and subject to the conditions set forth in the Change of Control
Offer to Purchase and Consent Solicitation Statement dated
April 9, 2015 (the "Offer and Solicitation Statement") and the
accompanying Letter of Transmittal (the "Letter of Transmittal"),
which is being distributed to holders of the Notes.
Title of
Security
|
|
Principal Amount
Outstanding
|
|
CUSIP
No.
|
|
ISIN
No.
|
|
Cash Consideration
Per $1,000 Principal Amount(1)(2)
|
|
Cash Consent Fee
Per $1,000 Principal Amount(1)
|
5.50% Notes
due 2020
|
|
$300,000,000
|
|
459902 AS1
|
|
US459902AT95
|
|
$1,010
|
|
$2.50
|
5.35% Notes
due 2023
|
|
$500,000,000
|
|
459902 AT9
|
|
US459902AS13
|
|
$1,010
|
|
$2.50
|
(1) The Offers are being conducted separately and
distinctly from the Solicitations.
(2) The Issuer will also pay accrued and unpaid interest to,
but not including, the Payment Date, in connection with the
Offers.
The Offers will expire at 5:00
p.m., New York City time,
on May 8, 2015, unless extended or terminated as described in
the Offer and Solicitation Statement (such time and date, as they
may be extended, the "Expiration Date"). Notes tendered may be
withdrawn at any time prior to 5:00
p.m., New York City time,
on May 8, 2015, unless extended as described in the Offer to
Purchase (such time and date, the "Withdrawal Deadline").
Holders must validly tender Notes at or prior to the Expiration
Date to be eligible to receive the Consideration. Payment for Notes
that are validly tendered at or prior to the Expiration Date and
not validly withdrawn at or prior to the Withdrawal Deadline will
occur on the Payment Date, which is expected to be on or about
May 13, 2015. In addition, holders of Notes accepted for
payment pursuant to the Offers will be entitled to any accrued and
unpaid interest to, but not including, the Payment Date on such
Notes.
The Issuer's obligation to accept for payment and to pay for any
Notes validly tendered pursuant to the Offers is subject to the
satisfaction or waiver of certain conditions described in the Offer
and Solicitation Statement.
In order to receive a consent fee, a holder must validly deliver
(and not revoke) its consent prior to 5:00
p.m., New York City time,
on April 23, 2015 (the "Consent Deadline"). Holders of the
Notes of a series of the Notes who do not submit consents prior to
the Consent Deadline will not receive a consent fee, even if the
proposed amendments become effective for such series of the
Notes.
Payment of the consent fee for each series of the Notes is
subject to the receipt of the required majority consents with
respect to such series and to the other customary conditions
described in the Offer and Solicitation Statement. Additionally,
unless waived by the Issuer, if any consent fee is to be paid, both
series of the Notes must meet the conditions for the payment of the
consent fee applicable to such series. If one series of the Notes
does not meet the conditions for the payment of the applicable
consent fee, then holders of both series of the Notes will be
disqualified from receiving a consent fee, even if the holders of
the required majority of the other series of the Notes consent to
the applicable proposed amendment. Subject to the foregoing, the
consent fees will be paid promptly after the expiration of the
Solicitations, as described in the Offer and Solicitation
Statement.
The Issuer may, in its sole discretion, terminate, extend or
amend the Solicitations at any time as described in the Offer and
Solicitation Statement.
IMPORTANT: Beneficial owners of the Notes whose Notes are held
in the name of a broker, dealer, commercial bank, trust company or
other intermediary should contact such broker or other intermediary
promptly and obtain and follow their instructions with respect to
the applicable consent and tender procedures and deadlines, which
may be earlier than the deadlines set out in the Offer and
Solicitation Statement.
The Issuer has retained Wells Fargo, National Association, to
act as depositary in connection with the Offers and as tabulation
agent in connection with the Offers and the Solicitations and
D.F. King & Co., Inc. to act as
the information agent for the Offers and the Solicitations.
Requests for documents may be directed to D.F. King & Co., Inc. at (800) 884-5882
(toll-free), (212) 269-5550 (collect) or igt@dfking.com.
This news release is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This news release is also neither an offer to purchase
nor a solicitation of an offer to sell any security. In addition,
this news release is not a solicitation of consents with respect to
the proposed amendment or any securities. The Offers and the
Solicitations are made only by, and pursuant to the terms of, the
Offer and Solicitation Statement, and the information in this news
release is qualified by reference to the Offer and Solicitation
Statement and the Letter of Transmittal. No recommendation is being
made as to whether holders of the Notes should tender their Notes
or consent to the proposed amendments. The Offers and the
Solicitations are not being made in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such
offers or solicitations under applicable state or foreign
securities or "blue sky" laws.
About the Issuer
As a result of the combination of the
businesses of GTECH S.p.A. and the Issuer, the Issuer has become a
wholly-owned subsidiary of IGT.
About IGT
IGT (NYSE: IGT) is the global leader in
gaming. We enable players to experience their favorite games across
all regulated segments and channels, from Gaming Machines and
Lotteries to Interactive and Social Gaming. Leveraging a wealth of
prime 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 approximately $6
billion in revenues and more than 13,000 employees. For more
information, please visit www.merger.igt.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain forward-looking
statements (including within the meaning of the Private Securities
Litigation Reform Act of 1995) concerning International Game
Technology PLC ("IGT") and other matters. These statements may
discuss goals, intentions and expectations as to future plans,
trends, events, results of operations or financial condition, or
otherwise, based on current beliefs of the management of IGT 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 are
subject to various risks and uncertainties, many of which are
outside IGT'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) risks
that the businesses of International Game Technology and GTECH
S.p.A. will not be integrated successfully, following the recent
completion of their business combination, or that the combined
companies will not realize estimated cost savings, value of certain
tax assets, synergies, growth or other anticipated benefits or that
such benefits may take longer to realize than expected; risks
relating to unanticipated costs of integration of the two
companies; reductions in customer spending; a slowdown in customer
payments and changes in customer demand for products and services;
unanticipated changes relating to competitive factors in the
industries in which the company operates; ability to hire and
retain key personnel; the potential impact of the consummation of
the business combination on relationships with third parties,
including customers, employees and competitors; ability to attract
new customers and retain existing customers in the manner
anticipated; reliance on and integration of information technology
systems; changes in legislation or governmental regulations
affecting the company; international, national or local economic,
social or political conditions that could adversely affect the
company or its customers; conditions in the credit markets; risks
associated with assumptions the company makes in connection with
its critical accounting estimates and legal proceedings; and the
company's international operations, which are subject to the risks
of currency fluctuations and foreign exchange controls. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that affect the company's business, including those
described in IGT's registration statement on Form F-4 and other
documents filed from time to time with the Securities and Exchange
Commission (the "SEC"). Except as required under applicable law,
the company does not assume any obligation to update these
forward-looking statements. Nothing in this announcement is
intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per IGT share for the current or
any future financial years will necessarily match or exceed the
historical published earnings per IGT share, as applicable. All
forward-looking statements contained in this communication are
qualified in their entirety by this cautionary statement. All
subsequent written or oral forward-looking statements attributable
to IGT, or persons acting on its behalf, are expressly qualified in
its entirety by the cautionary statements contained throughout this
communication.
Contact:
Robert K.
Vincent, Corporate Communications, (401) 392-7452
James Hurley, Investor Relations,
(401) 392-7190
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/international-game-technology-announces-offers-to-purchase-and-consent-solicitations-with-respect-to-800-million-notes-due-2020-and-2023-300063945.html
SOURCE International Game Technology PLC