INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On January 17, 2018, Inspired Entertainment, Inc. (the “Company”) and three holders of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), Landgame S.à.r.l. (“Landgame”), Ares Capital Europe Limited (“Ares”) and Rossoff & Company LLC (collectively, the “Selling Stockholders”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”) to which the Underwriter agreed to purchase from the several Selling Stockholders a total of 4,500,000 shares of Common Stock at a price of $7.95 per share (the “Selling Stockholder Offering”). The Company will not receive any proceeds from the sale of Common Stock by the Selling Stockholders. The transaction closed on January 22, 2018. Within 30 days after the date of the Underwriting Agreement, the Underwriter, at its own election, may choose to purchase up to an additional 675,000 shares of Common Stock from Landgame S.à.r.l.

In the Underwriting Agreement, the Company made certain customary representations and warranties and entered into certain customary covenants and agreements, including an agreement to indemnify the Underwriter and the Selling Stockholders against certain liabilities that could arise under the Securities Act of 1933, as amended (the “Securities Act”), and an agreement to contribute in certain circumstances to payments that the Underwriter or any of the Selling Stockholders could be required to make in respect of any such liabilities. The Company also agreed that, for a period of 90 days after January 17, 2018, it would refrain from offering or selling Common Stock or any other securities convertible into Common Stock, subject to certain exceptions.

The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Following the closing of the Selling Stockholder Offering, Landgame will remain a party to that certain Stockholders Agreement dated December 23, 2016 among the Company, Landgame and certain other stockholders of the Company, under which Landgame has certain rights to designate nominees to the Company’s Board of Directors, and to that certain Registration Rights Agreement dated December 23, 2016 among the Company, Landgame and certain other stockholders of the Company, under which Landgame and others have certain remaining registration rights. In addition, affiliates of Ares shall remain the Company’s lender on its senior term loan facility of £72.5 million (equivalent to approximately $97 million).

Inspired Entertainment, Inc. Exhibit
EX-1.1 2 s108783_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   EXECUTION VERSION   4,…
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About INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE)

Inspired Entertainment, Inc., formerly Hydra Industries Acquisition Corp., is a global games technology company. The Company is engaged in developing and operating digital games and networks. The Company is engaged in supplying Virtual Sports, Mobile Gaming and Server-Based Gaming (SBG) systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. The Company operates through two segments: Server Based Gaming and Virtual Sports. The Company operates approximately 25,000 digital gaming terminals and supplies its Virtual Sports products in over 35,000 venues and on approximately 100 Websites in over 30 countries. The Company provides digital gaming solutions on its network that accommodates a range of devices, including land-based gaming machine products, mobile devices, such as smartphones and tablets, as well as personal computer (PC) and social applications.