Scientific Games Announces Cash Tender Offer and Consent Solicitation for its 9.25% Senior Subordinated Notes Due 2019 - WLTZ 38 | Columbus Georgia Regional News & Community

Scientific Games Announces Cash Tender Offer and Consent Solicitation for its 9.25% Senior Subordinated Notes Due 2019

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SOURCE Scientific Games Corporation

NEW YORK, May 20, 2014 /PRNewswire/ -- Scientific Games Corporation (Nasdaq: SGMS) ("Scientific Games") today announced that its wholly owned subsidiary, Scientific Games International, Inc. ("SGI"), has commenced a cash tender offer to purchase any and all of its 9.25% Senior Subordinated Notes due 2019 (the "2019 Notes")(CUSIP No. 80874YAG5), of which $350 million in aggregate principal amount is currently outstanding, and a related consent solicitation to effect certain amendments to the indenture governing the 2019 Notes. 

SGI is conducting the tender offer and consent solicitation in order to refinance a portion of its existing debt.  SGI intends to finance the purchase of the 2019 Notes tendered with the net proceeds from its proposed private offering of $350.0 million in aggregate principal amount of senior subordinated notes due 2021 (the "2021 Notes"), which was separately announced by Scientific Games today, together with available cash.

The full terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase, dated May 20, 2014, and the related Letter of Transmittal.  The tender offer will expire at 12:00 midnight, New York City time, on June 17, 2014, unless extended or terminated pursuant to the terms of the tender offer (such time and date, the "Expiration Date").

In conjunction with the tender offer, SGI is also soliciting the consent of holders of the 2019 Notes to the elimination of substantially all of the restrictive covenants and certain default provisions in the indenture governing the 2019 Notes, and to the execution by Scientific Games, SGI, the subsidiary guarantors and the trustee of a supplemental indenture to amend the indenture.  The proposed amendments to the indenture require the consent of at least a majority in aggregate principal amount of outstanding 2019 Notes to be adopted.  Holders cannot tender their 2019 Notes without delivering a consent and cannot deliver a consent without tendering their 2019 Notes.

Scientific Games is offering to purchase the 2019 Notes at a price of $1,051.25 (the "Total Consideration") for each $1,000 principal amount of 2019 Notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on June 3, 2014 (the "Early Tender Deadline"), which includes an early tender amount of $30.00 (the "Early Tender Amount") for each $1,000 principal amount of 2019 Notes validly tendered and not withdrawn. Holders tendering their 2019 Notes after the Early Tender Deadline but before the Expiration Date will only be eligible to receive the "Tender Offer Consideration" of $1,021.25 for each $1,000 principal amount of 2019 Notes validly tendered and not withdrawn, but not the Early Tender Amount.  Notes tendered before June 3, 2014 (the "Withdrawal Deadline") may be withdrawn at any time prior to the Withdrawal Deadline, but not thereafter.  Holders whose 2019 Notes are purchased in the tender offer will also be paid accrued and unpaid interest from the most recent interest payment date on the 2019 Notes to, but not including, the applicable settlement date.  The settlement date for 2019 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Deadline is expected to occur upon satisfaction or waiver by SGI of the conditions to the tender offer, which is expected to be on or about June 4, 2014.

The tender offer is contingent upon the satisfaction of certain conditions, including (a) the issuance of indebtedness by SGI in the 2021 Notes offering in an aggregate principal amount of not less than $350.0 million; and (b) satisfaction of other general conditions set forth in the Offer to Purchase dated May 20, 2014.

BofA Merrill Lynch is acting as the dealer manager and solicitation agent for the tender offer. Persons with questions regarding the tender offer may contact BofA Merrill Lynch toll-free at (888) 292-0070 or collect at (980) 388 3646. Global Bondholder Services Corporation is acting as information agent and depositary.  Any questions regarding procedures for tendering the 2019 Notes or requests for additional copies of the Offer to Purchase and the related Letter of Transmittal, which are available for free and which describe the tender offer and consent solicitation in greater detail, may contact Global Bondholder Services Corporation toll free at (866) 804-2200 or collect at (212) 430-3774.

Company Contacts
Investor Relations:
Bill Pfund   (847) 785-3167

Media Relations:
Mollie Cole   (773) 961-1194

Forward-Looking Statements

In this press release, Scientific Games makes "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "continue," "believe," "expect," "anticipate," "should," "could," "potential," "opportunity," or similar terminology. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance.  Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; U.S. and international economic and industry conditions; including declines or slow growth of lottery retail sales or gross gaming revenues and reductions in or constraints on capital spending by gaming or lottery operators; slow growth of new gaming jurisdictions; slow addition of casinos in existing jurisdictions; declines in the replacement cycle of gaming machines; ownership changes and consolidation in the casino industry; opposition to legalized gaming or the expansion thereof; ability to adapt to, and offer products that keep pace with, evolving technology; ability to develop successful gaming concepts and content; laws and government regulation, including those relating to gaming licenses and environmental laws; inability to identify and capitalize on trends and changes in the lottery and gaming industries, including the expansion of interactive gaming; dependence upon key providers in our social gaming business; retention and renewal of existing contracts and entry into new or revised contracts; level of our indebtedness; availability and adequacy of cash flows to satisfy obligations or future needs; restrictions and covenants in our debt agreements; protection of our intellectual property; ability to license third party intellectual property; intellectual property rights of others; security and integrity of our software and systems; reliance on or failures in our information technology systems; natural events that disrupt our operations or those of our customers, suppliers or regulators; inability to benefit from, and risks associated with, strategic equity investments and relationships; inability of our joint venture to meet the net income targets or otherwise to realize the anticipated benefits under its private management agreement with the Illinois lottery; inability of our joint venture to meet the net income targets or other requirements under its agreement to provide marketing and sales services to the New Jersey lottery or otherwise to realize the anticipated benefits under such agreement (including as a result of a protest); failure to realize the anticipated benefits related to the award to our consortium of an instant lottery game concession in Greece; failure to achieve the intended benefits of the WMS acquisition, including due to the inability to realize synergies in the anticipated amounts or within the contemplated time-frames or cost expectations, or at all; inability to complete and integrate future acquisitions; restructuring costs; revenue recognition standards; impairment charges; fluctuations in our results due to seasonality and other factors; dependence on suppliers and manufacturers; risks relating to foreign operations, including fluctuations in foreign currency exchange rates and restrictions on the import of our products; dependence on our employees; litigation and other liabilities relating to our business, including litigation and liabilities relating to our contracts and licenses, our products and systems, our employees, intellectual property and our strategic relationships; influence of certain stockholders; and stock price volatility. Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in Scientific Games' filings with the Securities and Exchange Commission ("SEC") (including our Annual Report on Form 10-K filed with the SEC on March 17, 2014 and in our subsequent periodic reports), including under the heading "Risk Factors" in Scientific Games' periodic reports.  Forward-looking statements speak only as of the date they are made and, except for Scientific Games' ongoing obligations under the U.S. federal securities laws, Scientific Games undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

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