LONDON, June 18, 2018 /PRNewswire/ -- International Game Technology PLC (NYSE:IGT) ("IGT") today announced an invitation to holders (each a "Holder" and collectively, the "Holders") of each series of the outstanding (i) €700,000,000 4.125% Senior Secured Notes due 2020 represented by the Regulation S global note (the "4.125% Notes") (ISIN: XS1204431867) and (ii) €500,000,000 4.750% Senior Secured Notes due 2020, which were issued with an initial coupon of 3.500% (the "4.750% Notes" and, together with the 4.125% Notes, the "Notes" and each series of Notes, a "Series") (ISIN XS0860855930) issued by IGT to tender their Notes for purchase by IGT for cash (the "Offer") on the terms and subject to the conditions set out in the offer to purchase dated June 18, 2018 (the "Offer to Purchase") prepared in connection with the Offer, and is subject to the offer and distribution restrictions set out below. Capitalized terms used herein but not defined have the meanings given to them in the Offer to Purchase.  For the avoidance of doubt, with respect to the 4.125% Notes, the Offer is only being made for such 4.125% Notes which are represented by the Regulation S global note (ISIN: XS1204431867).

The tender offer consideration for each €1,000 principal amount of the 4.125% Notes accepted for purchase pursuant to the Offer will be €1,050 (the "4.125% Notes Tender Offer Consideration"). The tender offer consideration for each €1,000 principal amount of the 4.750% Notes accepted for purchase pursuant to the Offer will be €1,070 (the "4.750% Notes Tender Offer Consideration", and together with the "4.125% Notes Tender Offer Consideration", the "Tender Offer Consideration").   

All Holders of purchased Notes will also receive, in addition to the Tender Offer Consideration, a cash amount in euro equal to the accrued and unpaid interest on the applicable Notes, from, and including, the immediately preceding interest payment date up to, but excluding, the date of payment for the tendered Notes, which, subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase, shall occur promptly following the Expiration Date (as defined below) (the "Settlement Date") (such cash amount, "Accrued Interest").

IGT hereby also announces that to take advantage of the current market conditions it intends to launch a new offering of euro notes (the "New Notes Offering"). The purpose of the Offer and the New Notes Offering is to extend the weighted average maturity of IGT's debt.      

Subject to the terms and conditions set out in the Offer to Purchase, IGT intends to purchase an aggregate principal amount of Notes (if any) validly tendered for an aggregate Tender Offer Consideration with respect to such Notes across both Series up to an amount equal to the gross proceeds from the New Notes Offering. However, IGT reserves the right, in its sole discretion, to accept an aggregate principal amount of Notes (if any) validly tendered for an aggregate Tender Offer Consideration that is significantly more or significantly less than the New Notes Proceeds and, in the event that any Accrued Interest, costs, fees or expenses are subsequently designated by IGT to be paid with the New Notes Proceeds, this would reduce by such amount the Tender Offer Consideration available to be paid and consequently the aggregate principal amount of Notes accepted for purchase (the final aggregate principal amount of Notes accepted for purchase pursuant to the Offer being the "Final Acceptance Amount").    

The Offer is subject to the conditions set forth in the Offer to Purchase, including among other things, IGT (in its sole discretion) being satisfied that it has received, or will receive, by the Settlement Date, an amount of gross proceeds from the New Notes Offering which would be sufficient to finance the payment by IGT of the aggregate Tender Offer Consideration with respect to all Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase (the "Financing Condition"). IGT may waive the Financing Condition in whole or in part.

Key Terms of the Offer

Subject to the terms and conditions set out in the Offer to Purchase, IGT intends to purchase Notes validly tendered for the applicable Tender Offer Consideration, subject to the Final Acceptance Amount.

IGT reserves the right, in its sole discretion and subject to any applicable law, to terminate the Offer with respect to one Series and not terminate the Offer with respect to the other Series. IGT also reserves the right, in its sole discretion and subject to any applicable law, to decide the aggregate principal amount of the Notes of each Series to be purchased pursuant to the Offer subject to the Final Acceptance Amount. Such amount may not be equal to, or pro rata with, the aggregate principal amount of the Notes of the other Series which IGT determines to purchase pursuant to the Offer. If the purchase of all Notes of a Series validly tendered at or prior to the Expiration Date would cause the aggregate principal amount of the Notes of such Series purchased to exceed the aggregate principal amount of the Notes of such Series IGT decides to purchase in the Offer, then the Offer will be oversubscribed as to such Series. If the Offer is oversubscribed as to a Series, then IGT will purchase validly tendered Notes of such Series on a pro rata basis. As a result, Holders may be left with a portion of their Notes even if they tender all of their Notes. 

IGT will accept Notes for purchase only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (in the case of the 4.125% Notes) and €100,000 (in the case of the 4.750% Notes). No alternative, conditional or contingent tenders will be accepted. In the event of proration, IGT will only purchase validly tendered Notes of a Series to the extent such proration would not (i) result in IGT purchasing less than €100,000 in aggregate principal amount of Notes of such Series validly tendered by a Holder or (ii) leave a Holder with less than €100,000 in aggregate principal amount of Notes of such Series in which case such tender of Notes will be rounded down or up such that either (a) an amount equal to the relevant minimum denomination of the relevant Series of Notes or (b) no amount of Notes would be required to be returned to the relevant Holders. In the event of proration, IGT will determine each Proration Factor as soon as practicable after the Expiration Date.

The Offer begins on June 18, 2018 (the "Launch Date") and expires at 4:00 p.m., London time, on June 25, 2018 (the "Expiration Date"), unless the period for the Offer is extended or reopened or the Offer is amended or terminated. The relevant deadline set by any intermediary or a Clearing System will be earlier than this deadline. In order to participate in, and be eligible to receive the relevant Tender Offer Consideration and the Accrued Interest pursuant to the Offer, Holders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Electronic Instruction that is received by Lucid Issuer Services Limited (the "Tender and Information Agent") by the Expiration Date. IGT expects to announce (i) the amount of Notes validly tendered for each Series and, subject to satisfaction of the General Conditions and the Financing Condition, the amount of Notes accepted for each Series and each Proration Factor (if any) and (ii) the Final Acceptance Amount, on June 26, 2018, unless the Offer is extended. The expected date for payment of the Tender Offer Consideration and Accrued Interest for the Notes accepted for purchase and settlement of such purchases is expected to be June 28, 2018.  

Subject to applicable laws and regulations and as provided in the Offer to Purchase, IGT may, in its sole and absolute discretion, extend, re-open, amend or terminate the Offer at any time before the Expiration Date and may, in its sole and absolute discretion, waive any of the conditions to the Offer. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Offer to Purchase as soon as reasonably practicable after the relevant decision is made.

IGT will promptly announce the Final Acceptance Amount by issuing a news release. If Holders tender more Notes in the Offer than they expect to be accepted for purchase by IGT and IGT subsequently accepts for purchase more than expected by such Holder, such Holders will not be able to revoke any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase.

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: Liability Management
Telephone: +44 20 7545 8011