IGT Announces Tender Offer For Certain Of Its 4.125 Percent Senior Secured Notes Due 2020 And 4.750 Percent Senior Secured Notes Due 2020
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.
The times and dates below are indicative only.
June 18, 2018.
Invitation to tender announced by IGT and Offer to Purchase available from the Tender and Information Agent.
4:00 p.m., London time, on June 25, 2018, unless extended or earlier terminated.
The final deadline for receipt of valid Electronic Instructions by the Tender and Information Agent in order for Holders to be able to participate in the Offer. The deadline set by each Clearing System for the submission of Electronic Instructions will be earlier than the Expiration Date.
Announcement of Conditional Results
As soon as practicable on June 26, 2018.
Announcement by IGT of:
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
the Final Acceptance Amount.
Announcement of Satisfaction of the Financing Condition
As soon as practicable on the Settlement Date.
Announcement by IGT of whether or not the Financing Condition has been satisfied.
The Settlement Date is expected to occur promptly following the Expiration Date. Assuming the Offer is not extended or earlier terminated, the Settlement Date is expected to be June 28, 2018.
IGT will pay to the applicable Clearing Systems the amount of cash necessary to pay the Tender Offer Consideration and Accrued Interest. IGT shall have no obligation to make or pay interest by reason of any delay by a Clearing System in making payments to the Holders or otherwise.
The above dates and times are subject, where applicable, to the right of IGT to extend, re-open, amend or terminate the Offer. Beneficial owners are advised to check with any broker, dealer, bank, custodian, trust company or other intermediary or nominee through which they hold Notes whether such institution would require receipt of instructions to participate in the Offer before the deadline specified above.
The deadline set by each Clearing System for the submission of Electronic Instructions will be earlier than the relevant deadlines above.
The Offer is described in full in the Offer to Purchase which is available from the Tender and Information Agent (as detailed below). Requests for information in relation to the procedures for participating in the Offer should be directed to the Tender and Information Agent:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Attention: Arlind Bytyqi
Telephone: +44 (0) 20 7704 0880
Any questions regarding the terms of the Offer should be directed to the Dealer Managers:
London NW1 6AA
Attention: Liability Management Group
Telephone: +44 20 7595 8668
Deutsche Bank AG, London Branch
1 Great Winchester Street
London EC2N 2DB
Attention: Liability Management
Telephone: +44 20 7545 8011
10 Bishops Square
London E1 6EG
Attention: Liability Management
Telephone: +44 20 7676 7680
No offer or invitation to acquire any securities is being made pursuant to this news release. Each Holder is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of IGT, the Dealer Managers or the Tender and Information Agent makes any recommendation whether Holders should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this news release nor the Offer to Purchase constitutes an invitation to participate in the Offer in or from any jurisdiction in or from which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this news release and the Offer to Purchase in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this news release or the Offer to Purchase comes are required by each of IGT, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of this news release and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by brokers, dealers, banks, custodians, trust companies or other intermediaries or nominees) in or into the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each person participating in the Offer will represent that it or any beneficial owner of the Notes or any person on whose behalf such person is acting is not a U.S. Person or a resident or located in the United States and will not be resident or located in the United States at the time of the submission of its Electronic Instruction pursuant to the Offer. For the purposes of this news release, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. "U.S. Person" has the meaning ascribed thereto in Regulation S of the U.S. Securities Act of 1933, as amended.
European Economic Area
In any European Economic Area Member State, this news release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Directive 2010/73/EU, together with any applicable implementing measures in any Member State.
None of the Offer, this news release or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
The communication of this news release and any other documents or materials relating to the Offer is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this news release relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this news release nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. This news release has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
This news release does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of IGT in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Holder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted. Each of IGT, each Dealer Manager and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result IGT determines (for any reason) that such representation is not correct, such tender shall not be accepted.