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Common Stock, $.001 par value [Member]
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 1, 2021 (September 30,
2021)
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in
its charter)
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Nevada
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81-0422894
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(State of incorporation)
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(IRS Employer
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Identification No.)
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001-11693
(Commission File Number)
6601 Bermuda Road, Las Vegas, Nevada 89119
(Address of principal executive offices)
(Zip Code)
(702) 897-7150
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.001 par value
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SGMS
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The NASDAQ Stock Market
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Preferred Stock Purchase Rights
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True
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The NASDAQ Stock Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
¨ If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Supplemental Indentures
On September 30, 2021, Scientific Games International,
Inc. (“SGI”), a wholly owned subsidiary of Scientific Games Corporation (the “Company”), entered
into supplemental indentures (the “Supplemental Indentures”) to the indentures (the “Indentures”)
by and among SGI, the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”),
pursuant to SGI’s previously announced consent solicitation (the “Consent Solicitation”) with respect to SGI’s
5.000% Senior Secured Notes due 2025 (“5% Secured Notes”), 3.375% Senior Secured Notes due 2026 (“3.375% Secured
Notes”), 8.625% Senior Notes due 2025 (“8.625% Notes”), 5.500% Senior Notes due 2026 (“5.5% Notes”),
8.250% Senior Notes due 2026 (“8.25% Notes”), 7.000% Senior Notes due 2028 (“7% Notes”) and 7.250%
Senior Notes due 2029 (“7.25% Notes” and, together with the 5% Secured Notes, the 3.375% Secured Notes, the 8.625%
Notes, the 5.5% Notes, the 8.25% Notes and the 7% Notes, the “Notes”).
The Supplemental Indentures amended the Indentures’
requirement that at least 75% of the consideration received from an Asset Sale is cash or cash equivalents to reduce that percentage to
60%, solely with respect to a potential initial public offering relating to the Company’s previously announced evaluation of strategic
alternatives for the intended divestiture of the Company’s lottery business in the event such potential initial public offering
were to occur prior to June 30, 2022, subject to the terms and conditions described in the consent solicitation statement dated September
23, 2021.
The foregoing description of the Supplemental Indentures
is qualified in its entirety by reference to the full text of the Supplemental Indentures filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6
and 4.7 hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On October 1, 2021, the Company issued a press
release announcing the receipt of required consents pursuant to the Consent Solicitation regarding the Supplemental Indentures, described
in Item 1.01 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in
this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “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, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
No Offer
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which any such offer, solicitation
or sale would be unlawful. Securities may not be offered or sold, directly or indirectly, in the United States unless they have been registered
under the Securities Act or are offered and sold pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and any other applicable state securities laws.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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4.1
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Supplemental Indenture , dated as of
September 30, 2021, among Scientific Games International, Inc., as issuer, Scientific Games Corporation, the other guarantors party
thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to the Indenture, dated as of October 17, 2017, as amended
and supplemented, relating to the 5.000% Senior Secured Notes due 2025.
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4.2
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Supplemental Indenture, dated as of September 30, 2021, among Scientific Games International, Inc., as issuer, Scientific Games Corporation, the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to the Indenture, dated as of February 14, 2018, as amended
and supplemented, relating to the 3.375% Senior Secured Notes due 2026.
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4.3
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Supplemental Indenture, dated as of
September 30, 2021, among Scientific Games International, Inc., as issuer, Scientific Games Corporation, the other guarantors party
thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to the Indenture, dated as of July 1, 2020, as amended and
supplemented relating to the 8.625% Senior Unsecured Notes due 2025.
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4.4
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Supplemental Indenture, dated as of September 30, 2021, among Scientific Games International, Inc., as issuer, Scientific Games Corporation, the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to the Indenture, dated as of February 14, 2018, as amended
and supplemented, relating to the 5.500% Senior Unsecured Notes due 2026.
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4.5
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Supplemental Indenture, dated as of September 30, 2021, among Scientific Games International, Inc., as issuer, Scientific Games Corporation, the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to the Indenture, dated as of March 19, 2019, as amended and
supplemented, relating to the 8.250% Senior Unsecured Notes due 2026.
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4.6
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Supplemental Indenture, dated as of September 30, 2021, among Scientific Games International, Inc., as issuer, Scientific Games Corporation, the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee, relating to the Indenture, dated as of November 26, 2019, as amended
and supplemented, relating to the 7.000 % Senior Unsecured Notes due 2028.
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4.7
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Supplemental Indenture, dated as of September 30, 2021, among
Scientific Games International, Inc., as issuer, Scientific Games Corporation, the other guarantors party thereto, and Deutsche Bank
Trust Company Americas, as trustee, relating to the Indenture, dated as of November 26, 2019, as amended
and supplemented, relating to the 7.250 % Senior Unsecured Notes due 2029.
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99.1
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Press Release of the Company, dated October 1, 2021.
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SCIENTIFIC GAMES CORPORATION
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Date: October 1, 2021
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By:
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/s/ Michael C. Eklund
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Name:
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Michael C. Eklund
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Title:
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Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
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Exhibit 4.1
SUPPLEMENTAL INDENTURE, dated as of September 30,
2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture referred to herein), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantors and the Trustee
executed an Indenture, dated as of October 17, 2017, as amended and supplemented (the “Indenture”), relating to the Company’s
5.000% Senior Secured Notes due 2025 (the “Securities”);
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture and the Securities with the written consent (the “Consents”)
of the holders of the Securities (the “Holders”) constituting at least a majority in aggregate principal amount of the outstanding
Securities, and evidence of such Consents has been provided by the Company to the Trustee;
WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated as of September 23, 2021 (the “Statement”), to the Holders in connection with the solicitation of such Holders’
consent to certain proposed amendments to the Indenture contemplated by Article 1 and Article 4 hereto (the “Amendments”);
WHEREAS, the Holders that have approved this Supplemental
Indenture constitute Holders of at least a majority in aggregate principal amount of the Securities outstanding as of 5:00 p.m., New York
City time, on September 22, 2021 (the “Record Date”);
WHEREAS, in connection with the Consent Solicitation,
Holders that have validly delivered, and have not validly revoked, Consents on a timely basis (the “Consenting Holders”) are
entitled to receive a consent payment, on a pro rata basis (the “Consent Payment”), with respect to the Securities
in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the
Company;
WHEREAS, pursuant to Section 9.06 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, pursuant to Section 12.04 of the Indenture,
the Company has requested that the Trustee execute and deliver this Supplement Indenture in accordance with Section 9.06 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by the Company and all conditions precedent, if any, provided for in the Indenture relating to the
execution of this Supplemental Indenture have been satisfied; and
WHEREAS, except as otherwise defined herein in this
Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Definitions. The
following definitions are hereby added to Section 1.01 of the Indenture:
“SG Lottery Business”
means at least a majority (by value) of the assets and operations of, or equity interests of one or more entities holding the assets and
operations of, the lottery business of the Company and its Restricted Subsidiaries, including ancillary and related assets and operations.
“SG Lottery IPO” means
an initial public offering (including any related sale of shares pursuant to any over-allotment or similar option) of the SG Lottery Business
including through the initial public offering of a stand-alone entity that purchases the SG Lottery Business (including through an initial
public offering) that is consummated on or prior to June 30, 2022.
“SG Lottery IPO Transaction”
means an Asset Sale consisting of a SG Lottery IPO and any related transactions constituting an Asset Sale.
Section 1.02. Covenants. The following
hereby amends and replaces Section 4.16(2) of the Indenture:
“(2) at least 75% (or, solely in
the case of consideration received in an Asset Sale consisting of a SG Lottery IPO Transaction, at least 60%) of the consideration received
by the Company or such Restricted Subsidiaries, exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents
and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company
or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or
in the notes thereto), that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received
by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary
into cash or Cash Equivalents within one year of the time of such disposition, to the extent of the cash or Cash Equivalents received
and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that
is at that time outstanding, not to exceed the greater of $200.0 million and 3.0% of the Company’s Total Assets, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and”
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except
as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full
force and effect.
Section 2.02. Trustee’s Disclaimer.
The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
Section 2.03. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
Section 2.04. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall
represent the same agreement.
Section 2.05. Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental
Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.
|
|
Company:
|
|
|
|
|
|
SCIENTIFIC GAMES INTERNATIONAL, INC.
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary
and Treasurer
|
|
|
|
|
|
Guarantors:
|
|
|
|
|
|
SCIENTIFIC GAMES CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer
and Corporate Secretary
|
[Signature
Page to Supplemental Indenture – 2025 Senior Secured Notes]
|
|
SG GAMING, INC.
|
|
|
SG GAMING NORTH AMERICA, INC.
|
|
|
DON BEST SPORTS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Treasurer and Secretary
|
|
|
|
|
|
SCIENTIFIC GAMES NEW JERSEY, LLC
|
|
|
|
|
|
By: Scientific Games International, Inc., its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary
and Treasurer
|
|
|
|
|
|
MDI ENTERTAINMENT, LLC
|
|
|
|
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By: Scientific Games International, Inc., its sole member/manager
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|
|
|
|
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By:
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/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary
and Treasurer
|
|
|
|
|
|
NYX DIGITAL GAMING (USA), LLC
|
|
|
|
|
|
By: Scientific Games Corporation, its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer
and Corporate Secretary
|
[Signature Page to Supplemental Indenture – 2025 Senior Secured
Notes]
|
|
SCIENTIFIC GAMES, INC.
|
|
|
|
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By:
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/s/ Patrick J. McHugh
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|
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Name:
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Patrick J. McHugh
|
|
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Title:
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President, Treasurer and Secretary
|
|
|
|
|
|
SGP Holdco, Inc.
|
|
|
|
|
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By:
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/s/ Patrick J. McHugh
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|
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Name:
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Patrick J. McHugh
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|
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Title:
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President, Treasurer and Secretary
|
[Signature Page to Supplemental Indenture – 2025 Senior Secured
Notes]
|
|
Trustee:
|
|
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DEUTSCHE BANK TRUST COMPANY AMERICAS
|
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By:
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/s/ Chris Neisz
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Print Name: Chris Niesz
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|
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Its: Authorized Signatory
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By:
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/s/ Sebastian Hidalgo
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Print Name: Sebastian Hidalgo
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Its: Authorized Signatory
|
[Signature Page to Supplemental Indenture – 2025 Senior Secured
Notes]
Exhibit 4.2
SUPPLEMENTAL INDENTURE, dated as of September 30,
2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture referred to herein), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantors and the Trustee
executed an Indenture, dated as of February 14, 2018, as amended and supplemented (the “Indenture”), relating to the Company’s
3.375% Senior Secured Notes due 2026 (the “Securities”);
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture and the Securities with the written consent (the “Consents”)
of the holders of the Securities (the “Holders”) constituting at least a majority in aggregate principal amount of the outstanding
Securities, and evidence of such Consents has been provided by the Company to the Trustee;
WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated as of September 23, 2021 (the “Statement”), to the Holders in connection with the solicitation of such Holders’
consent to certain proposed amendments to the Indenture contemplated by Article 1 and Article 4 hereto (the “Amendments”);
WHEREAS, the Holders that have approved this Supplemental
Indenture constitute Holders of at least a majority in aggregate principal amount of the Securities outstanding as of 5:00 p.m., New York
City time, on September 22, 2021 (the “Record Date”);
WHEREAS, in connection with the Consent Solicitation,
Holders that have validly delivered, and have not validly revoked, Consents on a timely basis (the “Consenting Holders”) are
entitled to receive a consent payment, on a pro rata basis (the “Consent Payment”), with respect to the Securities
in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the
Company;
WHEREAS, pursuant to Section 9.06 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, pursuant to Section 11.04 of the Indenture,
the Company has requested that the Trustee execute and deliver this Supplement Indenture in accordance with Section 9.06 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by the Company and all conditions precedent, if any, provided for in the Indenture relating to the
execution of this Supplemental Indenture have been satisfied; and
WHEREAS, except as otherwise defined herein in this
Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Definitions. The
following definitions are hereby added to Section 1.01 of the Indenture:
“SG Lottery Business”
means at least a majority (by value) of the assets and operations of, or equity interests of one or more entities holding the assets and
operations of, the lottery business of the Company and its Restricted Subsidiaries, including ancillary and related assets and operations.
“SG Lottery IPO” means
an initial public offering (including any related sale of shares pursuant to any over-allotment or similar option) of the SG Lottery Business
including through the initial public offering of a stand-alone entity that purchases the SG Lottery Business (including through an initial
public offering) that is consummated on or prior to June 30, 2022.
“SG Lottery IPO Transaction”
means an Asset Sale consisting of a SG Lottery IPO and any related transactions constituting an Asset Sale.
Section 1.02. Covenants. The following
hereby amends and replaces Section 4.16(2) of the Indenture:
“(2) at least 75% (or, solely in
the case of consideration received in an Asset Sale consisting of a SG Lottery IPO Transaction, at least 60%) of the consideration received
by the Company or such Restricted Subsidiaries, exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents
and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company
or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or
in the notes thereto), that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received
by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary
into cash or Cash Equivalents within one year of the time of such disposition, to the extent of the cash or Cash Equivalents received
and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that
is at that time outstanding, not to exceed the greater of $200.0 million and 3.0% of the Company’s Total Assets, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and”
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except
as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full
force and effect.
Section 2.02. Trustee’s Disclaimer.
The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
Section 2.03. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
Section 2.04. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall
represent the same agreement.
Section 2.05. Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental
Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.
|
|
Company:
|
|
|
|
|
|
SCIENTIFIC GAMES INTERNATIONAL, INC.
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
Guarantors:
|
|
|
|
|
|
SCIENTIFIC GAMES CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental Indenture – 2026
Senior Secured Notes]
|
|
SG GAMING, INC.
|
|
|
SG GAMING NORTH AMERICA, INC.
|
|
|
DON BEST SPORTS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Treasurer and Secretary
|
|
|
|
|
|
SCIENTIFIC GAMES NEW JERSEY, LLC
|
|
|
|
|
|
By:
|
Scientific Games International, Inc., its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
MDI ENTERTAINMENT, LLC
|
|
|
|
|
|
By:
|
Scientific Games International, Inc., its sole member/manager
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
NYX DIGITAL GAMING (USA), LLC
|
|
|
|
|
|
By:
|
Scientific Games Corporation, its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental
Indenture – 2026 Senior Secured Notes]
|
|
SCIENTIFIC GAMES, INC.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
|
|
|
|
|
SGP Holdco, Inc.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
[Signature Page to Supplemental
Indenture – 2026 Senior Secured Notes]
|
|
Trustee:
|
|
|
|
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
|
|
|
|
|
By:
|
/s/ Chris Neisz
|
|
|
Print Name: Chris Niesz
|
|
|
Its: Authorized Signatory
|
|
|
|
|
|
By:
|
/s/ Sebastian Hidalgo
|
|
|
Print Name: Sebastian Hidalgo
|
|
|
Its: Authorized Signatory
|
[Signature Page to Supplemental
Indenture – 2026 Senior Secured Notes]
Exhibit 4.3
SUPPLEMENTAL INDENTURE, dated as of September 30,
2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture referred to herein), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantors and the Trustee
executed an Indenture, dated as of July 1, 2020, as amended and supplemented (the “Indenture”), relating to the Company’s
8.625% Senior Unsecured Notes due 2025 (the “Securities”);
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture and the Securities with the written consent (the “Consents”)
of the holders of the Securities (the “Holders”) constituting at least a majority in aggregate principal amount of the outstanding
Securities, and evidence of such Consents has been provided by the Company to the Trustee;
WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated as of September 23, 2021 (the “Statement”), to the Holders in connection with the solicitation of such Holders’
consent to certain proposed amendments to the Indenture contemplated by Article 1 and Article 4 hereto (the “Amendments”);
WHEREAS, the Holders that have approved this Supplemental
Indenture constitute Holders of at least a majority in aggregate principal amount of the Securities outstanding as of 5:00 p.m., New York
City time, on September 22, 2021 (the “Record Date”);
WHEREAS, in connection with the Consent Solicitation,
Holders that have validly delivered, and have not validly revoked, Consents on a timely basis (the “Consenting Holders”) are
entitled to receive a consent payment, on a pro rata basis (the “Consent Payment”), with respect to the Securities
in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the
Company;
WHEREAS, pursuant to Section 9.06 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, pursuant to Section 12.04 of the Indenture,
the Company has requested that the Trustee execute and deliver this Supplement Indenture in accordance with Section 9.06 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by the Company and all conditions precedent, if any, provided for in the Indenture relating to the
execution of this Supplemental Indenture have been satisfied; and
WHEREAS, except as otherwise defined herein in this
Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Definitions. The
following definitions are hereby added to Section 1.01 of the Indenture:
“SG Lottery Business”
means at least a majority (by value) of the assets and operations of, or equity interests of one or more entities holding the assets and
operations of, the lottery business of the Company and its Restricted Subsidiaries, including ancillary and related assets and operations.
“SG Lottery IPO” means
an initial public offering (including any related sale of shares pursuant to any over-allotment or similar option) of the SG Lottery Business
including through the initial public offering of a stand-alone entity that purchases the SG Lottery Business (including through an initial
public offering) that is consummated on or prior to June 30, 2022.
“SG Lottery IPO Transaction”
means an Asset Sale consisting of a SG Lottery IPO and any related transactions constituting an Asset Sale.
Section 1.02. Covenants. The following
hereby amends and replaces Section 4.16(2) of the Indenture:
“(2) at least 75% (or, solely in
the case of consideration received in an Asset Sale consisting of a SG Lottery IPO Transaction, at least 60%) of the consideration received
by the Company or such Restricted Subsidiaries, exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents
and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company
or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or
in the notes thereto), that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received
by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary
into cash or Cash Equivalents within one year of the time of such disposition, to the extent of the cash or Cash Equivalents received
and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that
is at that time outstanding, not to exceed the greater of $200.0 million and 3.0% of the Company’s Total Assets, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and”
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except
as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full
force and effect.
Section 2.02. Trustee’s Disclaimer.
The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
Section 2.03. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
Section 2.04. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall
represent the same agreement.
Section 2.05. Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental
Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.
|
|
Company:
|
|
|
|
|
|
SCIENTIFIC GAMES INTERNATIONAL, INC.
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
Guarantors:
|
|
|
|
|
|
SCIENTIFIC GAMES CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
[Signature
Page to Supplemental Indenture – 2025 Senior Notes]
|
|
SG GAMING, INC.
|
|
|
SG GAMING NORTH AMERICA, INC.
|
|
|
DON BEST SPORTS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Treasurer and Secretary
|
|
|
|
|
|
SCIENTIFIC GAMES NEW JERSEY, LLC
|
|
|
|
|
|
By: Scientific Games International, Inc., its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
MDI ENTERTAINMENT, LLC
|
|
|
|
|
|
By: Scientific Games International, Inc., its sole member/manager
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
NYX DIGITAL GAMING (USA), LLC
|
|
|
|
|
|
By: Scientific Games Corporation, its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
[Signature
Page to Supplemental Indenture – 2025 Senior Notes]
|
|
SCIENTIFIC GAMES, INC.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
|
|
|
|
|
SGP Holdco, Inc.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
[Signature
Page to Supplemental Indenture – 2025 Senior Notes]
|
|
Trustee:
|
|
|
|
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
|
|
|
|
|
By:
|
/s/ Chris Neisz
|
|
|
Print Name: Chris Niesz
|
|
|
Its: Authorized Signatory
|
|
|
|
|
|
By:
|
/s/ Sebastian Hidalgo
|
|
|
Print Name: Sebastian Hidalgo
|
|
|
Its: Authorized Signatory
|
[Signature
Page to Supplemental Indenture – 2025 Senior Notes]
Exhibit 4.4
SUPPLEMENTAL INDENTURE, dated as of September 30,
2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture referred to herein), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantors and the Trustee
executed an Indenture, dated as of February 14, 2018, as amended and supplemented (the “Indenture”), relating to the Company’s
5.500% Senior Unsecured Notes due 2026 (the “Securities”);
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture and the Securities with the written consent (the “Consents”)
of the holders of the Securities (the “Holders”) constituting at least a majority in aggregate principal amount of the outstanding
Securities, and evidence of such Consents has been provided by the Company to the Trustee;
WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated as of September 23, 2021 (the “Statement”), to the Holders in connection with the solicitation of such Holders’
consent to certain proposed amendments to the Indenture contemplated by Article 1 and Article 4 hereto (the “Amendments”);
WHEREAS, the Holders that have approved this Supplemental
Indenture constitute Holders of at least a majority in aggregate principal amount of the Securities outstanding as of 5:00 p.m., New York
City time, on September 22, 2021 (the “Record Date”);
WHEREAS, in connection with the Consent Solicitation,
Holders that have validly delivered, and have not validly revoked, Consents on a timely basis (the “Consenting Holders”) are
entitled to receive a consent payment, on a pro rata basis (the “Consent Payment”), with respect to the Securities
in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the
Company;
WHEREAS, pursuant to Section 9.06 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, pursuant to Section 11.04 of the Indenture,
the Company has requested that the Trustee execute and deliver this Supplement Indenture in accordance with Section 9.06 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by the Company and all conditions precedent, if any, provided for in the Indenture relating to the
execution of this Supplemental Indenture have been satisfied; and
WHEREAS, except as otherwise defined herein in this
Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Definitions. The
following definitions are hereby added to Section 1.01 of the Indenture:
“SG Lottery Business”
means at least a majority (by value) of the assets and operations of, or equity interests of one or more entities holding the assets and
operations of, the lottery business of the Company and its Restricted Subsidiaries, including ancillary and related assets and operations.
“SG Lottery IPO” means
an initial public offering (including any related sale of shares pursuant to any over-allotment or similar option) of the SG Lottery Business
including through the initial public offering of a stand-alone entity that purchases the SG Lottery Business (including through an initial
public offering) that is consummated on or prior to June 30, 2022.
“SG Lottery IPO Transaction”
means an Asset Sale consisting of a SG Lottery IPO and any related transactions constituting an Asset Sale.
Section 1.02. Covenants. The following
hereby amends and replaces Section 4.16(2) of the Indenture:
“(2) at least 75% (or, solely in
the case of consideration received in an Asset Sale consisting of a SG Lottery IPO Transaction, at least 60%) of the consideration received
by the Company or such Restricted Subsidiaries, exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents
and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company
or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or
in the notes thereto), that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received
by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary
into cash or Cash Equivalents within one year of the time of such disposition, to the extent of the cash or Cash Equivalents received
and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that
is at that time outstanding, not to exceed the greater of $200.0 million and 3.0% of the Company’s Total Assets, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and”
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except
as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full
force and effect.
Section 2.02. Trustee’s Disclaimer.
The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
Section 2.03. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
Section 2.04. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall
represent the same agreement.
Section 2.05. Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental
Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.
|
|
Company:
|
|
|
|
|
|
SCIENTIFIC
GAMES INTERNATIONAL, INC.
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary
and Treasurer
|
|
|
Guarantors:
|
|
|
|
|
|
SCIENTIFIC
GAMES CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive
Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental
Indenture – 2026 Senior Notes]
|
|
SG
GAMING, INC.
|
|
|
SG
GAMING NORTH AMERICA, INC.
|
|
|
DON
BEST SPORTS CORPORATION
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name: Michael C. Eklund
|
|
|
|
Title: Treasurer and Secretary
|
|
|
SCIENTIFIC
GAMES NEW JERSEY, LLC
|
|
|
|
|
|
By:
Scientific Games International, Inc., its sole member
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary
and Treasurer
|
|
|
MDI
ENTERTAINMENT, LLC
|
|
|
|
|
|
By:
Scientific Games International, Inc., its sole member/manager
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive
Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
NYX
DIGITAL GAMING (USA), LLC
|
|
|
|
|
|
By:
Scientific Games Corporation, its sole member
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer
and Corporate Secretary
|
[Signature Page to Supplemental Indenture – 2026 Senior Notes]
|
|
SCIENTIFIC
GAMES, INC.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name: Patrick J. McHugh
|
|
|
|
Title: President, Treasurer and Secretary
|
|
|
SGP
Holdco, Inc.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name: Patrick J. McHugh
|
|
|
|
Title: President, Treasurer and Secretary
|
[Signature Page to Supplemental Indenture – 2026 Senior Notes]
|
|
Trustee:
|
|
|
|
|
|
DEUTSCHE
BANK TRUST COMPANY AMERICAS
|
|
|
|
|
|
By:
|
/s/ Chris Neisz
|
|
|
Print
Name: Chris Niesz
|
|
|
Its:
Authorized Signatory
|
|
|
|
|
|
By:
|
/s/ Sebastian Hidalgo
|
|
|
Print
Name: Sebastian Hidalgo
|
|
|
Its:
Authorized Signatory
|
[Signature Page to Supplemental
Indenture – 2026 Senior Notes]
Exhibit 4.5
SUPPLEMENTAL INDENTURE, dated as of September 30,
2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture referred to herein), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantors and the Trustee
executed an Indenture, dated as of March 19, 2019, as amended and supplemented (the “Indenture”), relating to the Company’s
8.250% Senior Unsecured Notes due 2026 (the “Securities”);
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture and the Securities with the written consent (the “Consents”)
of the holders of the Securities (the “Holders”) constituting at least a majority in aggregate principal amount of the outstanding
Securities, and evidence of such Consents has been provided by the Company to the Trustee;
WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated as of September 23, 2021 (the “Statement”), to the Holders in connection with the solicitation of such Holders’
consent to certain proposed amendments to the Indenture contemplated by Article 1 and Article 4 hereto (the “Amendments”);
WHEREAS, the Holders that have approved this Supplemental
Indenture constitute Holders of at least a majority in aggregate principal amount of the Securities outstanding as of 5:00 p.m., New York
City time, on September 22, 2021 (the “Record Date”);
WHEREAS, in connection with the Consent Solicitation,
Holders that have validly delivered, and have not validly revoked, Consents on a timely basis (the “Consenting Holders”) are
entitled to receive a consent payment, on a pro rata basis (the “Consent Payment”), with respect to the Securities
in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the
Company;
WHEREAS, pursuant to Section 9.06 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, pursuant to Section 12.04 of the Indenture,
the Company has requested that the Trustee execute and deliver this Supplement Indenture in accordance with Section 9.06 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by the Company and all conditions precedent, if any, provided for in the Indenture relating to the
execution of this Supplemental Indenture have been satisfied; and
WHEREAS, except as otherwise defined herein in this
Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Definitions. The
following definitions are hereby added to Section 1.01 of the Indenture:
“SG Lottery Business”
means at least a majority (by value) of the assets and operations of, or equity interests of one or more entities holding the assets and
operations of, the lottery business of the Company and its Restricted Subsidiaries, including ancillary and related assets and operations.
“SG Lottery IPO” means
an initial public offering (including any related sale of shares pursuant to any over-allotment or similar option) of the SG Lottery Business
including through the initial public offering of a stand-alone entity that purchases the SG Lottery Business (including through an initial
public offering) that is consummated on or prior to June 30, 2022.
“SG Lottery IPO Transaction”
means an Asset Sale consisting of a SG Lottery IPO and any related transactions constituting an Asset Sale.
Section 1.02. Covenants. The following
hereby amends and replaces Section 4.16(2) of the Indenture:
“(2) at least 75% (or, solely in
the case of consideration received in an Asset Sale consisting of a SG Lottery IPO Transaction, at least 60%) of the consideration received
by the Company or such Restricted Subsidiaries, exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents
and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company
or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or
in the notes thereto), that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received
by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary
into cash or Cash Equivalents within one year of the time of such disposition, to the extent of the cash or Cash Equivalents received
and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that
is at that time outstanding, not to exceed the greater of $200.0 million and 3.0% of the Company’s Total Assets, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and”
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except
as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full
force and effect.
Section 2.02. Trustee’s Disclaimer.
The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
Section 2.03. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
Section 2.04. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall
represent the same agreement.
Section 2.05. Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental
Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.
|
|
Company:
|
|
|
|
|
|
SCIENTIFIC GAMES INTERNATIONAL, INC.
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
Guarantors:
|
|
|
|
|
|
SCIENTIFIC GAMES CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
[Signature
Page to Supplemental Indenture – 2026 Senior Notes]
|
|
SG GAMING,
INC.
|
|
|
SG GAMING
NORTH AMERICA, INC.
|
|
|
DON BEST
SPORTS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Treasurer and Secretary
|
|
|
|
|
|
SCIENTIFIC GAMES NEW JERSEY, LLC
|
|
|
|
|
|
By: Scientific Games International,
Inc., its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
MDI ENTERTAINMENT, LLC
|
|
|
|
|
|
By: Scientific Games International,
Inc., its sole member/manager
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
|
|
|
NYX DIGITAL GAMING (USA), LLC
|
|
|
|
|
|
By: Scientific Games Corporation,
its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental
Indenture – 2026 Senior Notes]
|
|
SCIENTIFIC GAMES, INC.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
|
|
|
|
|
SGP Holdco, Inc.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
[Signature Page to Supplemental
Indenture – 2026 Senior Notes]
|
|
Trustee:
|
|
|
|
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
|
|
|
|
|
By:
|
/s/ Chris Neisz
|
|
|
Print Name: Chris Niesz
|
|
|
Its: Authorized Signatory
|
|
|
|
|
|
By:
|
/s/ Sebastian Hidalgo
|
|
|
Print Name: Sebastian Hidalgo
|
|
|
Its: Authorized Signatory
|
[Signature Page to Supplemental
Indenture – 2026 Senior Notes]
Exhibit 4.6
SUPPLEMENTAL INDENTURE, dated as of September 30,
2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture referred to herein), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantors and the Trustee
executed an Indenture, dated as of November 26, 2019, as amended and supplemented (the “Indenture”), relating to the Company’s
7.000% Senior Unsecured Notes due 2028 (the “Securities”);
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture and the Securities with the written consent (the “Consents”)
of the holders of the Securities (the “Holders”) constituting at least a majority in aggregate principal amount of the outstanding
Securities, and evidence of such Consents has been provided by the Company to the Trustee;
WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated as of September 23, 2021 (the “Statement”), to the Holders in connection with the solicitation of such Holders’
consent to certain proposed amendments to the Indenture contemplated by Article 1 and Article 4 hereto (the “Amendments”);
WHEREAS, the Holders that have approved this Supplemental
Indenture constitute Holders of at least a majority in aggregate principal amount of the Securities outstanding as of 5:00 p.m., New York
City time, on September 22, 2021 (the “Record Date”);
WHEREAS, in connection with the Consent Solicitation,
Holders that have validly delivered, and have not validly revoked, Consents on a timely basis (the “Consenting Holders”) are
entitled to receive a consent payment, on a pro rata basis (the “Consent Payment”), with respect to the Securities
in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the
Company;
WHEREAS, pursuant to Section 9.06 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, pursuant to Section 12.04 of the Indenture,
the Company has requested that the Trustee execute and deliver this Supplement Indenture in accordance with Section 9.06 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by the Company and all conditions precedent, if any, provided for in the Indenture relating to the
execution of this Supplemental Indenture have been satisfied; and
WHEREAS, except as otherwise defined herein in this
Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Definitions. The
following definitions are hereby added to Section 1.01 of the Indenture:
“SG Lottery Business”
means at least a majority (by value) of the assets and operations of, or equity interests of one or more entities holding the assets and
operations of, the lottery business of the Company and its Restricted Subsidiaries, including ancillary and related assets and operations.
“SG Lottery IPO” means
an initial public offering (including any related sale of shares pursuant to any over-allotment or similar option) of the SG Lottery Business
including through the initial public offering of a stand-alone entity that purchases the SG Lottery Business (including through an initial
public offering) that is consummated on or prior to June 30, 2022.
“SG Lottery IPO Transaction”
means an Asset Sale consisting of a SG Lottery IPO and any related transactions constituting an Asset Sale.
Section 1.02. Covenants. The following
hereby amends and replaces Section 4.16(2) of the Indenture:
“(2) at least 75% (or, solely in
the case of consideration received in an Asset Sale consisting of a SG Lottery IPO Transaction, at least 60%) of the consideration received
by the Company or such Restricted Subsidiaries, exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents
and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company
or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or
in the notes thereto), that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received
by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary
into cash or Cash Equivalents within one year of the time of such disposition, to the extent of the cash or Cash Equivalents received
and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that
is at that time outstanding, not to exceed the greater of $200.0 million and 3.0% of the Company’s Total Assets, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and”
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except
as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full
force and effect.
Section 2.02. Trustee’s Disclaimer.
The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
Section 2.03. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
Section 2.04. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall
represent the same agreement.
Section 2.05. Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental
Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.
|
|
Company:
|
|
|
|
|
|
SCIENTIFIC GAMES INTERNATIONAL, INC.
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
Guarantors:
|
|
|
|
|
|
SCIENTIFIC GAMES CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief
Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental
Indenture – 2028 Senior Notes]
|
|
SG GAMING, INC.
|
|
|
SG GAMING NORTH AMERICA, INC.
|
|
|
DON BEST SPORTS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Treasurer and Secretary
|
|
|
SCIENTIFIC GAMES NEW JERSEY, LLC
|
|
|
|
|
|
By:
|
Scientific Games International, Inc., its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
MDI ENTERTAINMENT, LLC
|
|
|
|
|
|
By:
|
Scientific Games International, Inc., its sole member/manager
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
|
|
|
NYX DIGITAL GAMING (USA), LLC
|
|
|
|
|
|
By:
|
Scientific Games Corporation, its sole member
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief
Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental
Indenture – 2028 Senior Notes]
|
|
SCIENTIFIC GAMES, INC.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
|
|
SGP
Holdco, Inc.
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
[Signature Page to Supplemental
Indenture – 2028 Senior Notes]
|
|
Trustee:
|
|
|
|
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS
|
|
|
|
|
|
By:
|
/s/ Chris Neisz
|
|
|
Print Name: Chris Niesz
|
|
|
Its: Authorized Signatory
|
|
|
|
|
|
By:
|
/s/ Sebastian Hidalgo
|
|
|
Print Name: Sebastian Hidalgo
|
|
|
Its: Authorized Signatory
|
[Signature Page to Supplemental
Indenture – 2028 Senior Notes]
Exhibit 4.7
SUPPLEMENTAL INDENTURE, dated as of September 30,
2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture referred to herein), and Deutsche Bank Trust Company Americas, a New York banking corporation,
as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantors and the Trustee
executed an Indenture, dated as of November 26, 2019, as amended and supplemented (the “Indenture”), relating to the Company’s
7.250% Senior Unsecured Notes due 2029 (the “Securities”);
WHEREAS, pursuant to Section 9.02 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture and the Securities with the written consent (the “Consents”)
of the holders of the Securities (the “Holders”) constituting at least a majority in aggregate principal amount of the outstanding
Securities, and evidence of such Consents has been provided by the Company to the Trustee;
WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated as of September 23, 2021 (the “Statement”), to the Holders in connection with the solicitation of such Holders’
consent to certain proposed amendments to the Indenture contemplated by Article 1 and Article 4 hereto (the “Amendments”);
WHEREAS, the Holders that have approved this Supplemental
Indenture constitute Holders of at least a majority in aggregate principal amount of the Securities outstanding as of 5:00 p.m., New York
City time, on September 22, 2021 (the “Record Date”);
WHEREAS, in connection with the Consent Solicitation,
Holders that have validly delivered, and have not validly revoked, Consents on a timely basis (the “Consenting Holders”) are
entitled to receive a consent payment, on a pro rata basis (the “Consent Payment”), with respect to the Securities
in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the
Company;
WHEREAS, pursuant to Section 9.06 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, pursuant to Section 12.04 of the Indenture,
the Company has requested that the Trustee execute and deliver this Supplement Indenture in accordance with Section 9.06 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by the Company and all conditions precedent, if any, provided for in the Indenture relating to the
execution of this Supplemental Indenture have been satisfied; and
WHEREAS, except as otherwise defined herein in this
Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Definitions. The
following definitions are hereby added to Section 1.01 of the Indenture:
“SG Lottery Business”
means at least a majority (by value) of the assets and operations of, or equity interests of one or more entities holding the assets and
operations of, the lottery business of the Company and its Restricted Subsidiaries, including ancillary and related assets and operations.
“SG Lottery IPO” means
an initial public offering (including any related sale of shares pursuant to any over-allotment or similar option) of the SG Lottery Business
including through the initial public offering of a stand-alone entity that purchases the SG Lottery Business (including through an initial
public offering) that is consummated on or prior to June 30, 2022.
“SG Lottery IPO Transaction”
means an Asset Sale consisting of a SG Lottery IPO and any related transactions constituting an Asset Sale.
Section 1.02. Covenants. The following
hereby amends and replaces Section 4.16(2) of the Indenture:
“(2) at least 75% (or, solely in
the case of consideration received in an Asset Sale consisting of a SG Lottery IPO Transaction, at least 60%) of the consideration received
by the Company or such Restricted Subsidiaries, exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents
and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company
or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or
in the notes thereto), that are assumed by the transferee of any such assets, (b) any securities, notes or other obligations received
by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary
into cash or Cash Equivalents within one year of the time of such disposition, to the extent of the cash or Cash Equivalents received
and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that
is at that time outstanding, not to exceed the greater of $200.0 million and 3.0% of the Company’s Total Assets, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and”
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except
as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full
force and effect.
Section 2.02. Trustee’s Disclaimer.
The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
Section 2.03. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
Section 2.04. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall
represent the same agreement.
Section 2.05. Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental
Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first written above.
|
|
Company:
|
|
|
|
|
|
SCIENTIFIC GAMES INTERNATIONAL, INC.
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief
Financial Officer, Secretary and Treasurer
|
|
|
Guarantors:
|
|
|
|
|
|
SCIENTIFIC GAMES CORPORATION
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief
Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental
Indenture – 2029 Senior Notes]
|
|
SG GAMING, INC.
|
|
|
SG GAMING NORTH AMERICA, INC.
|
|
|
DON BEST SPORTS CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Treasurer and Secretary
|
|
|
|
|
|
|
|
SCIENTIFIC GAMES NEW JERSEY, LLC
|
|
|
|
|
|
|
|
By:
|
Scientific Games International, Inc., its sole member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief
Financial Officer, Secretary and Treasurer
|
|
|
MDI ENTERTAINMENT, LLC
|
|
|
|
|
|
|
|
By:
|
Scientific Games International, Inc., its sole member/manager
|
|
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief
Financial Officer, Secretary and Treasurer
|
|
|
NYX DIGITAL GAMING (USA), LLC
|
|
|
|
|
|
|
|
By:
|
Scientific Games Corporation, its sole member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief
Financial Officer, Treasurer and Corporate Secretary
|
[Signature Page to Supplemental
Indenture – 2029 Senior Notes]
|
|
SCIENTIFIC GAMES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Patrick J. McHugh
|
|
|
|
Name:
|
Patrick J. McHugh
|
|
|
|
Title:
|
President, Treasurer and Secretary
|
|
|
|
|
|
|
|
SGP Holdco, Inc.
|
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|
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By:
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/s/ Patrick J. McHugh
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Name:
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Patrick J. McHugh
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Title:
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President, Treasurer and Secretary
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[Signature Page to Supplemental
Indenture – 2029 Senior Notes]
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Trustee:
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DEUTSCHE BANK TRUST COMPANY AMERICAS
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By:
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/s/ Chris Neisz
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Print Name: Chris Niesz
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Its: Authorized Signatory
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By:
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/s/ Sebastian Hidalgo
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Print Name: Sebastian Hidalgo
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Its: Authorized Signatory
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[Signature Page to Supplemental
Indenture – 2029 Senior Notes]
Exhibit 99.1
SCIENTIFIC GAMES ANNOUNCES RECEIPT OF REQUIRED
CONSENTS PURSUANT TO CONSENT SOLICITATION
LAS VEGAS, October 1, 2021 /PRNewswire/ --
Scientific Games International, Inc. (the “Issuer”), which is a wholly-owned subsidiary of Scientific Games Corporation
(“SGMS”), announced today that it has received consents (the “Requisite Consents”) from holders of a majority
of the outstanding aggregate principal amount of each of its outstanding 5.000% Senior Secured Notes due 2025 (“5% Secured Notes”),
3.375% Senior Secured Notes due 2026 (“3.375% Secured Notes”), 8.625% Senior Notes due 2025 (“8.625% Notes”),
5.500% Senior Notes due 2026 (“5.5% Notes”), 8.250% Senior Notes due 2026 (“8.25% Notes”), 7.000% Senior Notes
due 2028 (“7% Notes”) and 7.250% Senior Notes due 2029 (“7.25% Notes” and, together with the 5% Secured Notes,
the 3.375% Secured Notes, the 8.625% Notes, the 5.5% Notes, the 8.25% Notes and the 7% Notes, the “Notes”) to approve the
adoption of certain proposed amendments to the indentures governing the Notes (the “Indentures”), which the Company requested
pursuant to its previously announced consent solicitation (the “Consent Solicitation”) described in the Issuer’s Consent
Solicitation Statement dated September 23, 2021 (the “Statement”). The Consent Solicitation expired at 5:00 p.m., New
York City time, on September 30, 2021 (the “Expiration Date”). Unless otherwise defined herein, capitalized terms used
herein have the meanings given to them in the Statement.
At the Expiration Date, holders of record had validly
delivered and had not validly revoked consents relating to the following respective principal amounts of the Notes:
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Outstanding Principal Amount
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Aggregate Principal Amount
for which Consents Delivered
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%
Consenting
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5% Secured Notes
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US$
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1,250,000,000
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US$
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1,220,340,000
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97.63
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%
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3.375% Secured Notes
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€
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325,000,000
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€
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294,579,000
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90.64
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%
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8.625% Notes
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US$
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550,000,000
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US$
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546,663,000
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99.39
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%
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5.5% Notes
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€
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250,000,000
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€
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242,220,000
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96.89
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%
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8.250% Notes
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US$
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1,100,000,000
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US$
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1,083,744,000
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98.52
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%
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7% Notes
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US$
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700,000,000
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US$
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669,442,000
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95.63
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%
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7.25% Notes
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US$
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500,000,000
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US$
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485,917,000
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97.18
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%
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Following receipt of the Requisite Consents, the
Issuer, SGMS, the other guarantors party to the Indentures and the trustee for the Indentures executed supplemental indentures (the “Supplemental
Indentures”) on September 30, 2021. The Supplemental Indentures amended the Indentures’ requirement that at least 75%
of the consideration received from an Asset Sale is cash or cash equivalents to reduce that percentage to 60%, solely with respect to
an initial public offering relating to the intended divestiture of SGMS’ lottery business (“SG Lottery”) occurring prior
to June 30, 2022, subject to the terms and conditions described in the Statement. The Supplemental Indentures became effective upon
their execution and delivery and are binding on all holders of the Notes, even those who did not deliver a consent at or prior to the
Expiration Date. The Proposed Amendments set forth in the Supplemental Indentures will become operative upon payment of the Consent Payment
(as defined below).
Holders of record who validly delivered and did
not validly revoke their consents prior to the Expiration Date will receive a pro rata portion of the aggregate consent payment (the “Consent
Payment”), in the manner described in the Statement. The Company expects to make the Consent Payment on a date on or prior to the
consummation of the SG Lottery IPO (as defined in the Statement), subject to the conditions set forth in the Statement. No portion of
the Consent Payment will be payable with respect to any consents received after the Expiration Date or to holders of Notes who did not
deliver a valid and unrevoked consent at or prior to the Expiration Date.
This press release is for informational purposes
only and is neither an offer to sell nor a solicitation of an offer to buy any security. The Consent Solicitation was made solely by the
Statement, dated September 23, 2021, which sets forth the complete terms of the Consent Solicitation.
Goldman
Sachs & Co. LLC and Morgan Stanley & Co. LLC were the solicitation agents in the Consent Solicitation and Global Bondholder
Services Corporation served as the information, tabulation and paying agent. Persons with questions regarding the Consent Solicitation
should contact Goldman Sachs & Co. LLC at (toll free) +1 (800) 828-3182 or (collect) +1 (212) 902-5962 or by e-mail at GS-LM-NYC@gs.com;
Morgan Stanley & Co. LLC at (toll free) +1 (800) 624-1808 or (collect) +1 (212) 761-1057; or Global Bondholder Services Corporation,
at (toll free) +1 (866) 470-3700, (banks and brokers) +1 (212) 430-3774, by facsimile (for Eligible Institutions only) at +1 (212) 430-3775/3779
or by email to contact@gbsc-usa.com.
Forward-Looking Statements
In this press release, Scientific Games makes “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified
by words such as “will,” “may,” and “should.” These statements are based upon management’s current
expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely
on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated
in these statements due to a variety of risks, uncertainties and other factors, including those factors described in our filings with
the Securities and Exchange Commission (the “SEC”), including Scientific Games’ current reports on Form 8-K, quarterly
reports on Form 10-Q and its latest annual report on Form 10-K filed with the SEC on March 1, 2021 (including under the
headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date
they are made and, except for Scientific Games’ ongoing obligations under the U.S. federal securities laws, Scientific Games undertakes
no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. No
assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.