Item 7.01. Regulation FD disclosure.
On November 12, 2019, Scientific Games Corporation (the “Company”) issued a press release relating to the proposed offering of $1,200.0 million in
aggregate principal amount of senior unsecured notes due 2028 and senior unsecured notes due 2029 to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the aforementioned offering, the Company also disclosed that it received commitments from certain revolving lenders to, among other
things, refinance the existing revolving credit facility to provide for $650 million of commitments under the revolving credit facility for a five-year period, subject to definitive documentation (the “Credit Agreement Amendment”). The Company
anticipates that it will enter into the Credit Agreement Amendment in mid-November 2019, subject to customary closing conditions. However, the Company cannot assure whether, when, and on what terms, it will be able to ultimately enter into the
Credit Agreement Amendment.
The information contained under Item 7.01 in this Current Report on Form 8-K (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 Securities Exchange Act of 1934, 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, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute
an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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.