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Published on 1/8/2015 in the Prospect News Liability Management Daily.

Gtech gets early tenders for €696.79 million interest-deferrable notes

By Susanna Moon

Chicago, Jan. 8 – Gtech SpA said investors had tendered €696,792,000, or 92.9%, of its €750 million of subordinated interest-deferrable capital securities due 2066 by 11 a.m. ET on Jan. 7, the early tender date.

Under the offer terms, holders who tender their notes are voting in favor of both extraordinary resolutions at the meeting provided the tender instructions are submitted by 11 a.m. ET on Jan. 14, according to a company press release.

In addition, holders who do not tender their notes in the offer may vote for one or both measures, the company noted.

The tender off will continue to run until 11 a.m. ET on Jan. 22. The tender offer and consent solicitation began on Dec. 18.

As previously announced, Gtech is seeking noteholder approval to pass the measures related to its acquisition of International Game Technology.

The proposed resolutions to the trust deed include (1) acknowledgment that condition 6.7 (replacement) of the capital securities does not apply in relation with this offer and (2) approval of amendments to, among other things, reflect the change of jurisdiction of incorporation of the issuer with the merger and to remove provisions no longer relevant as a result of the jurisdiction change and remove commercial terms that are no longer relevant.

Noteholders who vote for the proposals will receive a consent fee of 0.25% for each of the resolutions, for a total of 0.5%.

In addition to the consent fee, Gtech said it will pay 105.75 for tendered notes as well as an early tender premium for notes tendered by the early deadline for a total payment of 109.25 plus accrued interest.

The noteholder meetings will take place from Jan. 19 to Jan. 21 in Rome.

Settlement is slated for Jan. 23.

The dealer managers are Credit Suisse Securities (Europe) Ltd. (44 20 7883 8763 or liability.management@credit-suisse.com), Barclays Bank plc (44 20 3134 8515 or eu.lm@barclays.com) and Citigroup Global Markets Ltd. (44 20 7986 8969 or liabilitymanagement.europe@citi.com).

The tender agent is Lucid Issuer Services Ltd. (40 20 7704 0880 or gtech@lucid-is.com). The information agent is Georgeson Srl (39 06 42171 721/711 or proxy@georgeson.com).

Gtech, formerly known as Lottomatica Group SpA, and International Game Technology are gaming companies based in Rome and Las Vegas, respectively.


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