SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) Files An 8-K Regulation FD DisclosureItem 7.01 Regulation FD Disclosure.
On October 2, 2017, Scientific Games Corporation (the “Company”) issued a press release relating to the proposed offering of senior secured notes (the “Offering”) to qualified institutional buyers to Rule144A under the Securities Act and to certain non-U.S. persons in accordance with RegulationS under the Securities Act. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
In connection with the Offering, the Company also disclosed certain additional information in the offering memorandum and the related roadshow presentation relating to NYX Gaming Group Limited, a Guernsey company (“NYX”), including the information attached hereto as Exhibits99.2 and 99.3, which is incorporated by reference herein. As previously disclosed in Item 7.01 of the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2017, on September 20, 2017 the Company entered into an Arrangement Agreement among the Company, Bally Gaming And Systems UK Limited, a UK company and a wholly owned subsidiary of the Company (“AcquireCo”), and NYX, to which AcquireCo has agreed to acquire all issued and outstanding ordinary shares of NYX at a purchase price of CAD $2.40 per share in cash, without interest. The transaction, which was approved by the Company’s board of directors, is expected to close in the first quarter of 2018, subject to the satisfaction of certain conditions, including NYX shareholder approval, approval by the Royal Court of Guernsey and receipt of gaming approvals in certain jurisdictions. However, we cannot assure that the transaction will be completed.
The information contained under Item 7.01 in this Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section18 of 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, including Exhibits 99.1, 99.2 and 99.3,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 Exhibits 99.1, 99.2 and 99.3, 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, in the information attached hereto as Exhibit 99.2 and the risk factors attached hereto as Exhibit 99.3.
Item 7.01.Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
Press Release of Scientific Games Corporation, dated as of October 2, 2017. |
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99.2 |
Certain information regarding NYX. |
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99.3 |
Certain risk factors related to the potential acquisition of NYX. |
SCIENTIFIC GAMES CORP ExhibitEX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 Scientific Games Announces Proposed Private Offering of $350.0 Million of Senior Secured Notes Due 2025 LAS VEGAS,…To view the full exhibit click here
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).