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Scientific Games starts note consent solicitation for SG Lottery IPO
Chicago, Sept. 23 – Scientific Games International, Inc., a wholly-owned subsidiary of Scientific Games Corp., started a consent solicitation for seven series of notes, according to a press release.
The company is soliciting consents for its 5% senior secured notes due 2025, 3 3/8% senior secured notes due 2026, 8 5/8% senior notes due 2025, 5½% senior notes due 2026, 8¼% senior notes due 2026, 7% senior notes due 2028 and 7¼% senior notes due 2029 for the adoption of certain proposed amendments.
As previously disclosed, Scientific Games is evaluating strategic alternatives for the intended divestiture of its lottery business, including an initial public offering or combination with a special purpose acquisition company, or a sale or a strategic combination with another business.
The consent solicitation is designed to provide greater flexibility with respect to the equity offered in the potential initial public offering.
The company can consummate the initial public offering of SG Lottery, if necessary, and comply with the indentures without receiving the required consents.
However, Scientific Games is asking noteholders to amend the indentures’ requirement that at least 75% of the consideration received from an asset sale is cash or cash equivalents to reduce that percentage to 60%, solely with respect to an initial public offering relating to SG Lottery occurring before June 30, 2022.
A substantial portion of the proceeds from an SG Lottery transaction would be used to repay debt of Scientific Games and its restricted subsidiaries.
If there is no initial public offering by June 30, 2022, the proposed amendments will not become operative and there will not be a consent payment.
However, noteholders who consent will receive a pro rata consent fee out of a pool if a consent effective time has occurred and the IPO is consummated.
The pro rata consent fees will be paid out of $3,125,000 for the 5% notes, €812,500 for the 3 3/8% notes, $1,375,000 for the 8 5/8% notes, €625,000 for the 5½% notes, $2,750,000 for the 8¼% notes, $1.75 million for the 7% notes and $1.25 million for the 7¼% notes.
The solicitation expires at 5 p.m. ET on Sept. 30. The record date is 5 p.m. ET on Sept. 22.
Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) and Goldman Sachs & Co. LLC (800 8228-3182, 212 902-5962, GS-LM-NYC@gs.com) are the solicitation agents.
Global Bondholder Services Corp. is the information, tabulation and paying agent (866 470-3700, 212 430-3774, contact@gbsc-usa.com).
The gaming technology company is based in Las Vegas.
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