Scientific Games Corporation has announced that its wholly owned subsidiary, Scientific Games International, intends, subject to market and other conditions, to offer $1,200m in aggregate principal amount of senior unsecured notes due 2028 and senior unsecured notes due 2029 (collectively, the “Notes”) in a private offering.
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 redeem all $1.2bn of SGI’s outstanding 10 percent senior unsecured notes due 2022 (the “2022 Notes”), redeem all $244m of SGI’s outstanding 6.250 percent senior subordinated notes due 2020 (the “2020 Notes”), pay accrued and unpaid interest thereon plus any related premiums, fees and costs and pay related fees and expenses of the Notes offering.
The Notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries, and the Notes will not be secured.
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 persons reasonably believed to be 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. Nothing in this press release should be construed as an offer to purchase, notice of redemption or repurchase or a solicitation of an offer to purchase any of the outstanding 2022 Notes or 2020 Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.