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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

Published

2 years ago

September 7, 2022

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

Reading Time: 5 minutes

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.

Related Topics:IGT International Game Technology

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The Benefits of Playing at EU Casinos

Published

35 mins ago

April 25, 2024

Wladimir P.

Reading Time: 3 minutes

There are many EU casinos that not only attract players from Europe itself but also from countries around the world, including the US, UK, and even those from countries where online gambling isn’t permitted. So why is it that EU casinos are so popular? What drives the online gambling community to these casinos?

Well, that’s what we’re going to be looking at today. What’s so attractive about EU casinos to people who are looking for an immersive and entertaining online casino experience? Why do people in the USA, the home of Las Vegas, go outside of the USA to play at online casinos?

Benefits of EU casinos

Online gambling is by far one of the most popular methods of gambling online. Throughout Europe, specific laws in each country can vary, so access to land-based casinos can sometimes be few and far between. Thus, going online to enjoy a casino experience has become a more preferable option. And so why EU casinos? Well, for those who are joining EU casinos from outside Europe and not from the UK or the US, the English-based support and customer service are very attractive. A lot of people who play at EU casinos access it using a VPN or from a country where they don’t have any domestic online casinos, and most of the time English is their first language or one that they can understand.

The next attractive factor regarding EU online casinos is safety and security. Each online casino in the EU is strictly regulated and licensed. It’s this reassurance that a lot of players look for when choosing an online casino to go to and play at. They are held to the same strict and high standards as those of their British counterparts in the UK, which are upheld and monitored by the UK Gambling Commission. In the EU, a lot of the casinos are also regulated by either the Malta Gaming Authority or the Curacao Gaming Licence Authority. All of which share the same standards and expectations as other authorities across theglobe,e which ensures that all players playing online at EU casino websites.

The casinos that are available online in the EU are also very open to a lot of different payment methods. There are even some crypto casinos where you can play casino games online with cryptocurrency. This openness to accepting a lot of different payment methods means a lot to people who like to play at online casinos. The vast majority of them also pride themselves on providing very quick withdrawals, which are measured in hours rather than days. After all, there is nothing more frustrating than having a big win and then having to wait days to get your hard-fought winnings.

And lastly, bonuses and promotions. The vast majority of EU online casinos will have a wide range of different bonuses and promotions that you can sign up for and take advantage of. There are certain countries, such as Sweden, where the online casinos are strictly limited to one bonus or one promotion; however, the vast majority of EU casinos are not subject to such restrictions and offer a great online casino experience.

When it comes to the popularity of EU online casinos, it is growing year on year. There is plenty going in their favour and more people than ever before are shifting to online casinos rather than having to go down to the casino themselves. The fact that they can access these EU casinos from their smartphones, wherever they are, means it’s easier than ever before to win big at a casino online and have a good time.

Latest News

William Hill Announced as Official Betting Partner of Qipco Guineas Festival

Published

2 hours ago

April 25, 2024

Alan Campbell

Reading Time: 2 minutes

Leading bookmaker becomes official betting partner of first UK Classic meeting of 2024

William Hill has been announced as the new official betting partner of the Qipco Guineas Festival, the first UK Classic meeting of the season.

It’s the latest addition to William Hill’s spring racing roster, following sponsorship of The Lincoln Handicap at Doncaster, the Punchestown Champion Chase and its status as official betting partner of the Randox Grand National Festival.

The 2,000 and 1,000 Guineas headline the three-day meeting and the leading bookmaker will sponsor 15 races across the weekend with the Jockey Club Stakes, Palace House and Dahlia Stakes among the races now featuring the William Hill title.

Aidan O’Brien’s unbeaten superstar City of Troy is still all the rage for the 2,000 Guineas at 4/6 whereas Karl Burke’s Fallen Angel heads a competitive looking 1,000 Guineas market at 7/2.

“We’re delighted to become the official betting partner of the Qipco Guineas Festival, strengthening our relationship with The Jockey Club on the back of a fantastic Grand National Festival,” a spokesperson for William Hill, Lee Phelps, said. “It’s brilliant for William Hill to be associated directly with such a prestigious event at Newmarket, the home of the thoroughbred, for this season’s first two Classics. The company has a close connection with the history of the 2,000 Guineas as William Hill himself bred the 1949 winner, Nimbus, who then went on to win the Derby.

“We’re excited to be involved at racing’s key meetings and see the Qipco Guineas Festival as the perfect sponsorship as the British flat season kicks into gear.”

Newmarket – 2,000 Guineas: May 4, 2024

City Of Troy	4/6
Rosallion	4/1
Notable Speech	12/1
Henry Longfellow	12/1
Night Raider	16/1
Alyanaabi	16/1
Ancient Wisdom	16/1
Task Force	16/1
Ghostwriter	16/1
Iberian	20/1
BAR	25/1

Newmarket – 1,000 Guineas: May 5, 2024

Fallen Angel	7/2
Ylang Ylang	4/1
Dance Sequence	5/1
Ramatuelle	10/1
See The Fire	12/1
Content	12/1
One Look	14/1
Pretty Crystal	14/1
Buttons	20/1
Purple Lily	20/1
Porta Fortuna	20/1
Star Style	20/1
BAR	25/1

Gaming

Midjiwan Supports Reforestation Efforts With New Elyrion Tribe Skin In The Battle Of Polytopia

Published

2 hours ago

April 25, 2024

Adrienn Sarkany

Reading Time: 2 minutes

Midjiwan, the award-winning independent studio behind The Battle of Polytopia, is celebrating Elyrion (∑∫ỹriȱŋ) Tribe Week with a brand-new Midnight (₼idŋighţ) skin and donations to support reforestation.

Tapping into the Elyrion Tribe’s nature magic abilities, every purchase of an Elyrion item in the game will plant one real-world tree from April 22-28 2024. Midjiwan has teamed up with The Canopy Project, an organisation that works with global partners to reforest areas in urgent need of rehabilitation, combining The Battle Of Polytopia’s themes with a desire to make real change in the world. Previous years of Elyrion Tribe Week have resulted in the planting of over 12,000 trees.

The Elyrion Tribe is a mysterious group of elves, dedicated to defending their woodland home with their unique magic and connection with nature. Players using the Elyrion tribe have the ability to enchant animals into Polytaurs and summon powerful Fire Dragons.

Christian Lövstedt, General Manager at Midjiwan, commented:

“This is a hugely exciting partnership, allowing players to support the planet and contribute to reforestation whilst also accessing brilliant new content to use in The Battle Of Polytopia.”

Alongside donating to The Canopy Project, The Battle Of Polytopia also boasts a brand-new skin for the Elyrion Tribe! The Midnight skin allows players to create graves, build crypts, and summon demons in dark forests, all in service of the mysterious Shard of D’Naeh.

The Midnight skin re-skins the entire Elyrion Tribe as the Midnight Cult. Everything the Elyrion Tribe is all about – nature, enchantment, and sanctuary – is turned on its head, corrupted into a dark, twisted dystopia of itself.

Midjiwan has already invested €250,000 in solar power projects in rural areas around Africa, and other charitable projects. The studio continues to seek opportunities to combine its in-game creativity with real-world benefits. The Battle of Polytopia is available on Nintendo Switch, the App Store, Google Play, PC, and Tesla cars.