SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) Files An 8-K Results of Operations and Financial Condition

SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) Files An 8-K Results of Operations and Financial Condition
Item 7.01.

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Results of Operations and Financial Condition.

The information contained under Item 7.01 in this Current Report on Form 8-K (this “Report”), including Exhibit 99.1, 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 otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 24, 2018, Scientific Games Corporation (the “Company”) issued a press release announcing, among other things, selected preliminary results for the fourth quarter and full year ended December 31, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company’s press release, in addition to containing selected preliminary results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), contains certain “non-GAAP financial measures” as that term is defined by the rules of the Securities and Exchange Commission (the “SEC”). The Company’s press release includes the most directly comparable financial measures calculated and presented in accordance with GAAP, information reconciling the non-GAAP financial measures to the nearest GAAP financial measure, a statement disclosing the reasons why the Company’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations, and a statement disclosing the additional purposes for which the Company’s management uses the non-GAAP financial measures.

The non-GAAP financial measures used in the press release should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP. The non-GAAP financial measures as defined in the press release may differ from similarly titled measures presented by other companies. The non-GAAP financial measures, as well as other information in the press release, should be read in conjunction with the Company’s financial statements filed with the SEC.

Item 7.01.

RegulationFD Disclosure.

The Company’s press release also refers to a potential refinancing transaction, which would refinance approximately $1,400 million of the Company’s outstanding 7.000% senior secured notes due 2022 and approximately $185 million of borrowings under its revolving credit facility with a combination of new senior secured term loans and senior secured notes, as well as approximately $300 million of new senior unsecured notes. The Company stated in its press release that it has not committed to engage in any refinancing transaction, the terms of the potential refinancing transaction described above are subject to change, and the pursuit of any refinancing transaction is subject to market conditions. The notes, if any, to be offered in connection with any refinancing transactions will be offered only 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 potential refinancing transaction, the Company also disclosed certain additional information in the related lender presentation relating to NYX Gaming Group Limited, a Guernsey company (“NYX”), including the information attached hereto as Exhibit99.2, 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 January 5, 2018, the Company completed its acquisition of NYX on January 5, 2018.

The information contained under Item 7.01 in 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 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 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 in the information attached hereto as Exhibit 99.2.

Item 7.01.

Financial Statements and Exhibits.

(d) Exhibits.


SCIENTIFIC GAMES CORP Exhibit
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1     Scientific Games Announces Selected Preliminary Fourth Quarter 2017 Results in Connection with the Opportunity to Refinance a Portion of Its Debt LAS VEGAS,…
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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).

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