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Scientific Games Corporation (NASDAQ: SGMS) declared that its wholly owned partner, Scientific Games International, Inc. (“SGI”), successfully accomplished a series of financing transactions, counting (i) a private offering of $1.15 billion in aggregate principal amount of 7.000% senior secured notes due 2022 (the “New Notes”) at an issue price of 106.0%, a majority of the net proceeds of which are being used to prepay a portion of its term loans and revolving loans under its credit agreement and pay accrued and unpaid interest thereon plus any related premiums, fees and costs, and (ii) amendments to its credit agreement that extended the maturity of its term loans and revolving credit facility and reduce the applicable interest rate on the term loans to a rate of LIBOR plus 400 basis points with a LIBOR floor of 75 basis points, while reducing the availability under the revolving credit facility to $556.2 million through October 18, 2018 and $381.7 million thereafter. All of the term loans under the credit agreement are now planned to mature on October 1, 2021, and the revolving credit facility termination date will be October 18, 2020.

As formerly declared, Scientific Games intends to use the balance of the net proceeds from the New Notes to redeem or repurchase all of its outstanding senior subordinated notes due 2018 (the “2018 Notes”), pay related fees and expenses of these financing transactions and for general corporate purposes. At this time, the Company does not anticipate repurchasing or redeeming any 2018 Notes on or before March 15, 2017.

The New Notes were issued under the same indenture following which SGI formerly issued $950 million of its 7.000% senior secured notes due 2022 (the “Existing Notes”), as supplemented by a supplemental indenture dated as of February 14, 2017. The New Notes and the Existing Notes are treated as a single series of debt securities for all purposes under the indenture, counting, without limitation, waivers, amendments, redemptions and offers to purchase, have terms identical to the Existing Notes, other than issue date and offering price and have the same CUSIP and ISIN numbers as, and trade together with, the Existing Notes, except that the New Notes (both 144A and Regulation S) have been issued and maintained under a temporary CUSIP number during a 40-day distribution period commencing on the issue date.

The New Notes are not 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 following an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The New Notes are offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act.

 

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