Scientific Games Corporation has announced an additional note offering of its secured notes in order to refinance its long term debts.
Responding to demand, the company has priced an additional $900 million principal amount of its 5% senior secured notes due 2025 at an issue price of 100%, €325 million of 3.375% new senior secured euro notes due 2026 at an issue price of 100% and €250 million of 5.5% new senior unsecured euro notes due 2026 at an issue price of 100% in a previously announced private offering.
This represents a $400m increase in the original offering amount of the New 5.000% Dollar Notes.
The new 5% dollar notes will be issued under the same indenture pursuant to which SGI previously issued $350m of its 5.000% senior secured notes due 2025. The new 5% dollar notes and the existing notes will be treated as a single series of debt securities for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, will have terms identical to the existing notes, other than issue date and offering price.
The notes will have the same CUSIP and ISIN numbers as, and trade together with, the new 5.000% dollar notes, except that the new 5% dollar notes issued in offshore transactions under Regulation S shall be issued and maintained under a temporary CUSIP number during a 40-day distribution compliance period commencing on the issue date.
Scientific Games has confirmed its intention to use the net proceeds of the New Notes offering, together with borrowings under the term loan B facility of its credit agreement, to redeem all $2.1bn of its outstanding 7% senior secured notes due 2022, repay borrowings under its revolving credit facility, pay accrued and unpaid interest thereon plus any related premiums, fees and costs, and pay related fees and expenses of the New Notes offering.
The new notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries. The New 5% Dollar Notes and the Secured Euro Notes will be secured by liens on the same collateral that secures indebtedness under Scientific Games' credit agreement.
The offering is currently expected to close on February 14, 2018, subject to customary conditions.
The new notes will not be registered under the US Securities Act 1933 or under any state securities laws and therefore cannot be offered or sold in the United States except where an exemption applies. In addition the new notes are not being offered, sold or otherwise made available to any retail investor in the European Economic Area.