SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) Files An 8-K Regulation FD DisclosureItem 7.01. RegulationFD Disclosure.
On January 29, 2018, Scientific Games Corporation (the “Company”) issued a press release relating to the proposed add-on offering of $500.0 million of its 5.000% senior secured notes due 2025, €325.0 million of new senior secured notes due 2026 and €250.0 million of new senior unsecured notes due 2026 (collectively, the “Offering”) to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The notes are not being offered, sold or otherwise made available to any retail investor in the European Economic Area. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the Offering, the Company also disclosed certain additional information in the offering memorandum, including certain updated risk factors related to the Company. A copy of these certain updated risk factors is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained under Item 7.01 in this Current Report on Form 8-K (this “Report”), including Exhibits 99.1 and 99.2, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, 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, including Exhibits 99.1 and 99.2, 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 and 99.2, 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 and the risk factors attached hereto as Exhibit 99.2.
Item 7.01. Financial Statements and Exhibits.
(d) Exhibits.
SCIENTIFIC GAMES CORP ExhibitEX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 Scientific Games Announces Proposed Private Offering of an Additional $500 million of 5.000% Senior Secured Notes,…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).
