Scientific Games Announces Pricing of a Private Offering of $350.0 Million of 5.000% Senior Secured Notes Due 2025

LAS VEGAS, Oct. 3, 2017 /PRNewswire/ -- Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games" or "the Company") today announced that its wholly owned subsidiary, Scientific Games International, Inc. ("SGI"), has priced $350.0 million in aggregate principal amount of 5.000% senior secured notes due 2025 (the "Notes") at an issue price of 100.0% in a previously announced private offering.

Scientific Games Corporation

The Notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries. The Notes will be secured by liens on the same collateral that secures indebtedness under Scientific Games' existing credit agreement and SGI's 7.000% senior secured notes due 2022.

Scientific Games intends to use the net proceeds of the Notes offering, together with cash on hand and borrowings under the Company's existing revolving credit facility, to finance the Company's pending acquisition (the "NYX Acquisition") of NYX Gaming Group Limited and its subsidiaries ("NYX"), including the refinancing of certain indebtedness of NYX, and to pay related fees and expenses. The offering of the Notes is not conditioned upon the consummation of the NYX Acquisition. If the NYX Acquisition is not consummated for any reason or other corporate needs arise, the Company may use the net proceeds from the offering of the Notes for general corporate purposes, which may include the prepayment of term loan borrowings under the Company's existing credit agreement.

The offering is currently expected to close on October 17, 2017, subject to customary conditions.

The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.