SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indenture

On February 14, 2017, Scientific Games International, Inc.
(SGI), a wholly owned subsidiary of Scientific
Games Corporation (the Company), issued $1.15
billion in aggregate principal amount of its 7.000% Senior
Secured Notes due 2022 (the New Notes) in a
private offering to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and to non-U.S. persons under
Regulation S under the Securities Act. The New Notes were issued
to a Supplemental Indenture, dated as of February 14, 2017 (the
Supplemental Indenture), to the Indenture, dated
as of November 14, 2014 (the Base Indenture and,
together with the Supplemental Indenture, the
Indenture), among SGI, as issuer, the Company
and the guarantors party thereto and Deutsche Bank Trust Company
Americas, as collateral agent and trustee.

The New Notes are treated as a single series of debt securities
with SGIs previously issued $950 million in aggregate principal
amount of 7.000% Senior Secured Notes due 2022 (the
Existing Notes) for all purposes under the
Indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase. The New Notes 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 February 14, 2017.

In connection with the Supplemental Indenture, SGI, the Company
and the guarantors party thereto and Deutsche Bank Trust Company
Americas, as collateral agent, entered into Amendment No. 1 to
the Collateral Agreement (the Collateral Agreement
Amendment), dated as of November 21, 2014, among SGI,
the Company and the guarantors party thereto and Deutsche Bank
Trust Company Americas, as collateral agent, relating to the
issuance of the New Notes.

Amended and Restated Credit Agreement

On February 14, 2017, the Company entered into Amendment No. 2 to
the Credit Agreement, dated as of October 18, 2013 (as amended,
supplemented, amended and restated or otherwise modified from
time to time, including without limitation, by that certain
Amendment No. 1, dated as of October 1, 2014, the Credit
Agreement), by and among the Company, SGI, the several
banks and other financial institutions or entities from time to
time party thereto and Bank of America, N.A., as administrative
agent and collateral agent (such amendment, Amendment No.
2).

Amendment No. 2 (i) creates a new tranche of $3,291 million term
loans under the Credit Agreement (the New Term
Loans) due October 1, 2021 (subject to an accelerated
maturity under certain circumstances), (ii) reduces the
applicable margin for the term loans to 4.00% per annum for
eurodollar (LIBOR) loans and 3.00% per annum for base rate loans,
(iii) reduces the availability under the revolving credit
facility under the Credit Agreement to $556.2 million through
October 18, 2018 and $381.7 million thereafter, (iv) extends the
termination date of the revolving credit facility under the
Credit Agreement to October 18, 2020 (subject to an accelerated
maturity under certain circumstances) and (v) modifies certain
other covenants as set forth in Amendment 2.

A portion of the proceeds of the New Term Loans, together with a
portion of the proceeds of the New Notes, was used to prepay some
of the existing term loans, and the remaining term loans were
converted into New Term Loans.

The foregoing descriptions of the Supplemental Indenture,
Amendment No. 2 and the Collateral Agreement Amendment do not
purport to be complete and are qualified in their entirety by the
full text of these agreements, copies of which are attached
hereto as Exhibits 4.1, 10.1 and 10.2, respectively, all of which
are incorporated herein by reference.

Item7.01.RegulationFD disclosure.

On February 14, 2017, the Company issued a press release
announcing the closing of the issuance of the New Notes and the
entry into Amendment No. 2. A copy of the press release
announcing the closing is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

The information contained under Item7.01 in this Report,
including Exhibit 99.1, is being furnished and, as a result, such
information shall not be deemed filed for purposes of Section18
of the Exchange Act, as amended (the Exchange Act), or subject to
the liabilities of that section, nor shall such information be
deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.

This Report does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offering, solicitation or sale would
be unlawful.

This Report, including Exhibit 99.1, contains forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based upon
management’s current expectations, assumptions and estimates and
are not guarantees of timing, future results or performance.
These forward-looking statements involve certain risks,
uncertainties and other factors that could cause actual results
to differ materially from those contemplated in forward-looking
statements, as discussed further in the press release attached
hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS)

Scientific Games Corporation is a developer of technology-based products and services, and associated content for the gaming, lottery and interactive gaming industries. The Company operates through three segments: Gaming, Lottery and Interactive. The Company’s portfolio includes gaming machines and game content, casino management systems, table game products and services, instant and draw-based lottery games, server-based gaming and lottery systems, sports betting technology, lottery content and services, loyalty and rewards programs, interactive gaming and social casino solutions. Its Gaming segment’s activities include supplying gaming machines, video lottery terminals (VLTs), conversion kits, automatic card shufflers. Its Lottery segment’s activities include designing, printing and selling instant lottery games. The Company’s Interactive business segment includes social (non-wagering) gaming and interactive real-money gaming (RMG).

SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) Recent Trading Information

SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) closed its last trading session up +0.05 at 20.15 with 776,503 shares trading hands.