LAS VEGAS, Oct. 21, 2014 /PRNewswire/ -- International Game
Technology ("IGT") today announced the results of its consent
solicitation from holders of the three series of Notes described in
the table below (together, the "Notes") with respect to proposed
amendments relating to each series of the Notes. Pursuant to the
terms of the Consent Solicitation Statement dated October 8, 2014, (the "Solicitation Statement")
the consent solicitation was originally scheduled to expire at
5:00 p.m., New York City time, on October 20, 2014 (the "Original Expiration
Date").
Title of
Security
|
Principal Amount
Outstanding
|
CUSIP
No.
|
ISIN
No.
|
7.50% Notes due
2019
(the "2019
Notes")
|
$500,000,000
|
459902 AR3
|
US459902AR30
|
5.50% Notes due
2020
(the "2020
Notes")
|
$300,000,000
|
459902 AS1
|
US459902AS13
|
5.35% Notes due
2023
(the "2023
Notes")
|
$500,000,000
|
459902 AT9
|
US459902AT95
|
IGT received the requisite consents from holders of a majority
in outstanding principal amount of the 2019 Notes. As a result, IGT
executed an amendment to the supplemental indenture with respect to
the 2019 Notes effecting the proposed amendments,
which amended the terms of the Notes as follows:
- Excluding the merger of IGT and GTECH from the definition of
"Change of Control"; and
- After the merger, applying the definition of "Change of
Control" to the post-merger parent of IGT ("Holdco") other than
permitted holders, and permitting Holdco to furnish the financial
reports that are currently required to be furnished by IGT.
The consent fee of $2.50 in cash
per $1,000 principal amount of the
2019 Notes will be paid to the consenting holders of such 2019
Notes on or before October 23, 2014.
IGT has waived the condition to receive the required consents
from the 2020 Notes and the 2023 Notes prior to the payment of this
consent fee.
IGT is also amending the terms of the consent solicitation to
extend the expiration date of the consent solicitation with respect
to the 2020 Notes to 5:00 p.m.,
New York City time, on
October 22, 2014 (the "New Expiration
Date"), unless further extended or terminated by IGT and increasing
the consent fee applicable to the 2020 Notes. Holders of 2020 Notes
who validly deliver (and do not revoke) consents to the proposed
amendment on or prior to the New Expiration Date will now be
eligible to receive a consent fee equal to $10.00 in cash per $1,000 principal amount of 2020 Notes if the
proposed amendment becomes effective. The higher consent fee will
also be payable to holders of 2020 Notes who have previously
delivered (and not revoked) consents if the proposed amendment
becomes effective. Additionally, IGT has waived the condition to
receive the required consents from the 2023 Notes prior to the
payment of this consent fee. All other terms and conditions
of the consent solicitation with respect to the 2020 Notes remain
as set forth in the Solicitation Statement.
IGT did not receive the requisite consents from holders of a
majority in outstanding principal amount of the 2023 Notes prior to
the Original Expiration Date. However, IGT is not extending the
expiration date for the consent solicitation for the 2023
Notes.
IGT has retained Citigroup Global Markets Limited, Deutsche Bank
Securities Inc. and Credit Suisse Securities (USA) LLC to act as solicitation agents in
connection with the consent solicitation and D.F. King & Co., Inc. to act as the
information and tabulation agent for the consent
solicitation. Questions regarding the terms and conditions of
the consent solicitation may be directed to Deutsche Bank
Securities Inc. at (866) 627-0391 (toll free within the U.S.) or
(212) 250-2955 (collect) or Citigroup Global Markets Limited at
(800) 558-3745 (toll free within the U.S.) or (212) 723-6106
(collect). Requests for documents and questions regarding the
procedures for submission of consents may be directed to
D.F. King & Co., Inc. at (800)
884-5882 (toll free) or (212) 269-5550 (collect).
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This announcement is also not a solicitation of consents
with respect to the proposed amendment or any securities. No
recommendation is being made as to whether holders of Notes should
consent to the proposed amendments. The solicitation of consents is
not being made in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such solicitation
under applicable state or foreign securities or "blue sky"
laws.
Forward-Looking Statements
This press release
may contain forward-looking information and statements regarding
IGT and the consent solicitation. Any statements included in
this press release that address activities, events or developments
that will or may occur in the future are forward looking, and
include among others, statements regarding: (i) the proposed
amendments, (ii) the expected payment of the consent fee, and (iii)
the consummation of the merger of IGT and GTECH. Actual
results may differ materially due to a variety of factors
including: changed market conditions, the conditions for completing
the merger, the participation of and level of participation by the
holders of Notes in the consent solicitation and other factors
listed in the Solicitation Statement under "Cautionary Statement
Regarding Forward-Looking Statements." Except as required by
law, IGT undertakes no obligation to update forward-looking
information if circumstances or management's estimates or opinions
should change. Do not place undue reliance on forward-looking
information.
IGT Resources:
- Like us on Facebook
- Play DoubleDown Casino Games
- Like DoubleDown Casino on Facebook
- Follow us on Twitter
- View IGT's YouTube Channel
About IGT:
International Game Technology (NYSE: IGT)
is a global leader in casino gaming entertainment and continues to
transform the industry by translating casino player experiences to
social, mobile and interactive environments for markets around the
world. IGT's acquisition of DoubleDown Interactive provides
engaging social casino style entertainment to approximately 6
million players monthly. More information about IGT is available
at IGT.com or connect with IGT at @IGTNews or
facebook.com/IGT. Anyone can play at the DoubleDown
Casino by visiting
http://apps.facebook.com/doubledowncasino or
doubledowncasino.com.
IGT Contact:
Kate Pearlman
Vice President, Investor
Relations and Treasury
+1 702-669-6451
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SOURCE IGT