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INTERNATIONAL GAME TECHNOLOGY PLC ANNOUNCES CAPPED TENDER OFFER WITH RESPECT TO ITS 6.500% SENIOR SECURED NOTES DUE 2025 AND 3.500% SENIOR SECURED NOTES DUE 2024

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INTERNATIONAL GAME TECHNOLOGY PLC ANNOUNCES CAPPED TENDER OFFER WITH RESPECT TO ITS 6.500% SENIOR SECURED NOTES DUE 2025 AND 3.500% SENIOR SECURED NOTES DUE 2024
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International Game Technology PLC, announces the launch of an offer to purchase for cash (the “Tender Offer“) up to US$500,000,000 aggregate principal amount (the “Maximum Acceptance Amount“) of its outstanding US$1,100,000,000 6.500% Senior Secured Notes due 2025 (the “Dollar Notes“) and its outstanding €500,000,000 3.500% Senior Secured Notes due 2024 (the “Euro Notes“, and together with the Dollar Notes, the “Notes“), subject to the Acceptance Priority Levels set forth in the table below (with one (1) being the higher Acceptance Priority Level and two (2) being the lower Acceptance Priority Level) and the Dollar Offer Sub Cap (as defined below). The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 2, 2022 (the “Offer to Purchase“).

The Tender Offer will expire at 11:59 P.M. (New York City time) on September 30, 2022 (unless the Tender Offer is extended or terminated) (such time and date, as the same may be extended, the “Expiration Time“).

To receive the Total Dollar Consideration (as defined below), which includes an early tender premium of US$30.00 per US$1,000.00 principal amount of the Dollar Notes accepted for purchase pursuant to the Tender Offer (the “Early Dollar Tender Premium“) or the Total Euro Consideration (as defined below), which includes an early tender premium of €30.00 per €1,000.00 principal amount of the Euro Notes accepted for purchase pursuant to the Tender Offer (the “Early Euro Tender Premium“), Holders must validly tender and not validly withdraw their Notes prior to 5:00 P.M. (New York City time) on September 16, 2022 (unless the Tender Offer is extended or terminated) (such date and time, as the same may be extended, the “Early Tender Time“). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 P.M. (New York City time) on September 16, 2022.

Holders who validly tender their Dollar Notes or their Euro Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the Dollar Tender Offer Consideration (which is an amount equal to the difference between the Total Dollar Consideration and the Early Dollar Tender Premium) or the Euro Tender Offer Consideration (which is an amount equal to the difference between the Total Euro Consideration and the Early Euro Tender Premium), respectively.

The following table sets forth certain terms of the Tender Offer:

Title of Security

ISIN/

Common Code or CUSIP

Aggregate Principal Amount Outstanding

Acceptance Priority Level(1)

Maximum Acceptance Amount

Offer Sub Cap(1)

Tender Offer Consideration

Early Tender Premium

Total Consideration(2)

6.500% Senior Secured Notes due 2025

Rule 144A:

US460599AC74/

460599 AC7

Regulation S:

USG4863AAC20 /

G4863A AC2

US$1,100,000,000

One (1)

US$500,000,000

US$350,000,000 (the “Dollar Offer Sub Cap“)

US$985.00(3)(4)

(the “Dollar Tender Offer Consideration“)

US$30.00(5)

US$1,015.00(4)

(the “Total Dollar Consideration“)

3.500% Senior Secured Notes due 2024

Rule 144A:

XS1844998192/

184499819

Regulation S:

XS1844997970/

184499797

€500,000,000

Two (2)

Not applicable

€976.25(6)(7)

the “Euro Tender Offer Consideration“)

€30.00(8)

€1,006.25(7)

(the “Total Euro Consideration“)

_____________________

(1)

Subject to the Maximum Acceptance Amount and modified proration, the principal amount of Notes that is purchased pursuant to the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column; provided that IGT will not accept for purchase Dollar Notes in an aggregate principal amount that is greater than the Dollar Offer Sub Cap.

(2)

The applicable Total Consideration equals the sum of the applicable Tender Offer Consideration and the applicable Early Tender Premium.

(3)

For each US$1,000.00 principal amount of the Dollar Notes tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase.

(4)

Does not include accrued interest, which will also be paid in addition to the Dollar Tender Offer Consideration or the Total Dollar Consideration (as applicable).

(5)

For each US$1,000.00 principal amount of the Dollar Notes tendered at or prior to the Early Tender Time and accepted for purchase.

(6)

For each €1,000.00 principal amount of the Euro Notes tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase.

(7)

Does not include accrued interest, which will also be paid in addition to the Euro Tender Offer Consideration (or the Total Euro Consideration (as applicable).

(8)

For each €1,000.00 principal amount of the Euro Notes tendered at or prior to the Early Tender Time and accepted for purchase.

In addition to the Dollar Tender Offer Consideration, the Total Dollar Consideration, the Euro Tender Offer Consideration or the Total Euro Consideration (as applicable), all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest US$0.01 per US$1,000.00 principal amount of the Dollar Notes and €0.01 per €1,000.00 principal amount of the Euro Notes from the last interest payment date up to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) (as applicable).

Notes of one or both series may be subject to modified proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn (with the aggregate principal amount of the Euro Notes converted to US dollars using the Exchange Rate) as of the Early Tender Time or the Expiration Time (as applicable) would cause the Maximum Acceptance Amount to be exceeded or the aggregate principal amount of the Dollar Notes validly tendered and not validly withdrawn as of the Early Tender Time or the Expiration Time (as applicable) would cause the Dollar Offer Sub Cap to be exceeded. Furthermore, regardless of the Acceptance Priority Level, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, and to the extent Notes are tendered at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Acceptance Amount (which shall be applied subject to the Acceptance Priority Levels) and the Dollar Offer Sub Cap available for the purchase of Notes tendered after the Early Tender Time will be reduced or may be eliminated completely.

The Tender Offer is conditioned upon, among other things, IGT, in its sole and absolute discretion, being satisfied that it has received, or will receive, by the Early Settlement Date an amount of net proceeds of the sale of the shares of LIS Holdings S.p.A. by an indirect subsidiary of IGT to PostePay S.p.A. which would be sufficient to finance the payment by IGT of the sum of (1) the sum of the Total Dollar Consideration and the Dollar Tender Offer Consideration with respect to all Dollar Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase and (2) the sum of the Total Euro Consideration and the Euro Tender Offer Consideration with respect to all Euro Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase.

It is expected that payment for Notes validly tendered at or prior to the Early Tender Time will be made promptly following the Early Tender Time, on September 20, 2022 (the “Early Settlement Date“), and payment for Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time will be made on October 4, 2022 (the “Final Settlement Date“).

Subject to applicable law and the terms and conditions of the Offer to Purchase, IGT may change the Acceptance Priority Levels and increase or decrease either or both of the Maximum Acceptance Amount and the Dollar Offer Sub Cap without extending the Early Tender Time or the Expiration Time or otherwise providing withdrawal rights. IGT may also terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.

IGT has retained D.F. King & Co. to act as Tender and Information Agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to D.F. King & Co.

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Bacta pledge support for Safer Gambling Week as industry drives awareness campaign

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Bacta is at the forefront of initiatives to encourage responsible gambling with the leading trade association for the land-based low-stake sector joining the Betting and Gaming Council, the Lotteries Council and the Bingo Association as organisers and supporters of the 2024 edition of Safer Gambling Week (SGW) which runs 18th – 24th November.

With a core objective of encouraging people to talk and take action to gamble responsibly, the initiative which is running for its eighth year, will feature what the official SGW web site refers to as a ‘blitz’ of safer gambling messages online and in land-based venues in order to spark a nationwide conversation about responsible gambling and the safeguards that have been put in place by the regulated industry.

George McGregor Bacta’s Executive Director (Government Relations) believes the initiative continues to make a significant contribution to the industry’s endeavours to reduce further the incidence of problem gambling. He stated: “The first point to make is that Safer Gambling Week draws attention to what Bacta members are practicing every week and every day of the year. This commitment and culture is something that every Bacta member should be extremely proud of.

“The consumer-facing Safer Gambling website poses a series of questions to consider and outlines how to use safer gambling tools such as setting time and deposit limits and how to self-exclude from gambling.”

He added: “As an awareness raising initiative Safer Gambling Week has demonstrated its value. Safer Gambling Week 2023 smashed previous social media records, generating over 50 million impressions across Twitter, Facebook and Instagram.

“The website received half a million visits and the campaign engaged with a large number of cross-party MPs and peers who gave their backing as did Premier League clubs West Ham United and Brighton and Hove Albion.

“Safer Gambling Week demonstrates that Bacta, its members and the industry at large is fully committed to delivering a safe, responsible and enjoyable gambling entertainment experience for all of its customers.”

 

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Financial reports

SharpLink Gaming Announces Third Quarter 2024 Financial Results

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SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), an online performance-based marketing company serving the U.S. sports betting and iGaming industries, today announced its financial results for the three and nine months ended September 30, 2024.

Financial Highlights

  • Revenues decreased 27.7% to $2,838,908 for the first nine months of 2024, compared to $3,925,618 for the same nine-month period in 2023. For the three months ended September 30, 2024 and 2023, revenues declined 34.7% to $881,690 compared to $1,349,331, respectively.
  • Total operating expenses declined 25.9% to $4,426,835 from $5,977,327 for the nine months ended September 30, 2024 and 2023, respectively; and total operating expenses dropped 46.0% to $970,080 from $1,795,057 for the three months ended September 30, 2024 and 2023, respectively.
  • For the nine months ended September 30, 2024, net income climbed to $11,002,266 after factoring net income from discontinued operations of $14,567,733 – up 673.3% from a net loss of $9,114,443 inclusive of the net loss from discontinued operations of $2,523,754 posted for the comparable nine months in the prior year. After factoring a net loss from discontinued operations of $97,139, the net loss for the three months ended September 30, 2024 decreased 68.9% to $885,131 when compared to a net loss of $2,849,547 for the same three months ended September 30, 2023 after factoring a net loss from discontinued operations of $822,100.
  • As of September 30, 2024, cash on hand was $1,850,206 and total stockholders’ equity was $2,020,143. This compared to $2,487,481 cash on hand and total stockholders’ deficit of $9,399,769 as of December 31, 2023.

Commenting on the results, SharpLink Chairman and CEO Rob Phythian said, “The notable decline in operating expenses reflects SharpLink’s continued focus on streamlining our affiliate marketing business; and the significant improvement in our bottom line results is largely a result of our $22.5 million cash sale of our SportsHub fantasy sports and sports game development businesses to RSports Interactive, Inc. earlier this year. Since that time, we have succeeded at scouring our balance sheet, eliminating virtually all of our debt, and have turned our attention to identifying, qualifying and pursuing compelling strategic growth opportunities that we believe can best be leveraged to create and enhance long-term sustainable value for our shareholders. As we progress through to the end of the year, we look forward to sharing much greater insight into our future plans for SharpLink resulting from the collective due diligence efforts of our leadership team and our highly engaged Board of Directors.”

For more detailed information about SharpLink’s Third Quarter 2024 financial results, please refer to the Company’s Quarterly Report on Form 10-Q filed yesterday with the U.S. Securities and Exchange Commission and accessible online at sec.gov or via SharpLink’s investor relations page at investors.sharplink.com/

About SharpLink Gaming, Inc.

Headquartered in Minneapolis, Minnesota, SharpLink is a trusted marketing partner to leading sportsbooks and online casino gaming operators worldwide. Through its iGaming affiliate marketing network, known as PAS.net, SharpLink focuses on driving qualified traffic and player acquisitions, retention and conversions to U.S. regulated and global iGaming operator partners worldwide. In fact, PAS.net won industry recognition as the European online gambling industry’s Top Affiliate Website and Top Affiliate Program for four consecutive years by both igamingbusiness.com and igamingaffiliate.com. SharpLink also owns and operates a portfolio of direct-to-player, state-specific, affiliate marketing websites designed to attract, acquire and drive local sports betting and online casino gaming traffic to its valued partners which are licensed to operate in each respective state. For more information, please visit sharplink.com.

Forward-Looking Statements

This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business through strategic growth opportunities, the potential benefits of the Company’s products, services and technologies and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, government regulation of online betting, customer acceptance of new products and services, the demand for its products and its customers’ economic condition, the impact of competitive products and pricing, the lengthy sales cycle, proprietary rights of the Company and its competitors, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the SEC. The Company does not undertake any responsibility to update the forward-looking statements in this release.

CONTACT INFORMATION:
INVESTOR AND MEDIA RELATIONS
[email protected]

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Exploring the Strategic Benefits of Cashback Programs with Bojoko CEO Joonas Karhu

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The significance of cashback programs extends beyond mere player retention.
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The significance of cashback programs extends beyond mere player retention. They are a compelling incentive for new player acquisition, particularly among demographics that value financial reassurance during gameplay. By offering a partial refund on losses, operators can create a more forgiving gaming environment, encouraging players to engage more freely and frequently.

To gain deeper insights into the strategic advantages of cashback programs, we spoke to renowned industry expert Joonas Karhu. He is the CEO of Bojoko, a leading online casino affiliate platform known for its expertise in everything from exclusive offers to optimizing bingo bonuses.

In this interview, Karhu shares his insights on how cashback initiatives impact player acquisition and retention metrics, the specific player demographics that respond positively to these incentives, and the potential financial implications for operators. He also provides practical advice on effectively implementing cashback programs to maximize their benefits while mitigating associated risks.

How do cashback programs impact player acquisition and retention metrics?

From a retention perspective, cashback offers create a more forgiving gaming environment. Players are more inclined to return, knowing that some of their losses will be reimbursed. This assurance can reduce churn rates and extend the customer’s lifetime value.

You might not think that cashback programs could be a driver for new player acquisition, but they actually do have this effect, much more than UK casinos might expect. We have a page highlighting British casino sites with cashback bonus offers available, and from this, we have seen some interesting data.

Hundreds of Brits are specifically looking for casinos with cashback every month, and while smaller than many other searches, such as free spins, etc., this traffic and niche interest should not be ignored. Additionally, players will also take cashback into consideration when reading casino reviews and comparing websites. Adding cashback is a positive factor across the board.

Are there specific types of players who respond more positively to cashback incentives?

Cashback programs tend to resonate particularly well with the types of players you want at your casino, namely regular recreational players and high rollers.

For the former group, it is about a safety net and better odds. The logic is somewhat similar for high rollers, but the numbers they are playing for are huge, and you should strongly consider making your cashback for VIP rollers real cash rather than bonus money. Highrollers are used to getting money straight into their hands, have alternatives, and will be picky.

What are the potential financial implications for operators offering cashback programs?

While cashback programs involve returning a portion of losses to players, the long-term financial benefits often outweigh the immediate costs. Yes, you will lower the house edge, but in return, enhanced player retention leads to sustained revenue streams.

However, it’s crucial for operators to carefully design these programs to ensure they are financially sustainable, balancing player incentives with the company’s profitability goals. This is especially key for highroller incentives.

How can operators effectively implement cashback programs to maximize their benefits?

Operators should tailor cashback programs to align with their target audience’s preferences and behaviors. If you have a solid VIP or high roller base, have a separate system for them. Tiered loyalty programs or VIP programs work as well. It is also possible to only make cashback available for your VIP players if you have data showing that your regular incentives do enough to retain recreational players.

Are there any risks or downsides associated with cashback programs that operators should be aware of?

The only real risk is miscalculating your profit margins, especially when it comes to high rollers. Be careful that big wins from one set of players, coupled with high cashback payouts to others, are planned. The unexpected does happen, and you need to be prepared for it.

If you plan cashback right, there is no real risk. You are simply trading a small percentage of your house edge for retention. Just ensure the house edge is squarely on your side, and should you end up with a very high RTP overall, be sure to advertise it for maximum potential. There’s also a very large group of British players that really cares about payout percentages, and being over 96-97% can give you a nice additional boost in acquisitions.

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