International Game Technology Announces Offers to Purchase and Consent Solicitations with respect to $800 Million Notes Due 2020 and 2023

LONDON, April 10, 2015 /PRNewswire/ -- International Game Technology PLC (NYSE: IGT) ("IGT") and its wholly-owned subsidiary, International Game Technology (the "Issuer"), today announced that the Issuer is making offers (the "Offers") to purchase for cash $800 million aggregate principal amount of the two series of the Notes described in the table below (the "Notes") at a purchase price equal to 101% of the principal amount thereof (the "Consideration") plus any accrued and unpaid interest to, but not including, the date of purchase of such Notes (the "Payment Date"). The Offers are being made to satisfy the requirements of the respective indentures governing the Notes as a result of a change of control transaction. As previously announced, GTECH S.p.A. and the Issuer completed the combination of their businesses under IGT on April 7, 2015.

IGT and the Issuer also announced that the Issuer is soliciting consents (the "Solicitations") from holders of the Notes and is offering to pay cash consent fees to holders who consent to the proposed amendments with respect to the Notes. The proposed amendments would change the terms of each series of the Notes by amending the reporting covenants in the applicable indenture to permit the Issuer to furnish the required information with respect to IGT instead of the Issuer if and for so long as IGT fully and unconditionally guarantees the applicable series of the Notes. As a result of the completion of the combination, IGT intends to unconditionally guarantee both series of the Notes. IGT expects to enter into the guarantees on or about April 17, 2015.

The Offers are being conducted separately and distinctly from the Solicitations. Neither Offer is conditioned on a holder consenting to the proposed amendment with respect to the applicable series of the Notes and neither Solicitation is conditioned on a holder accepting the Offer with respect to the applicable series of the Notes.

The Offers and the Solicitations are being made upon the terms and subject to the conditions set forth in the Change of Control Offer to Purchase and Consent Solicitation Statement dated April 9, 2015 (the "Offer and Solicitation Statement") and the accompanying Letter of Transmittal (the "Letter of Transmittal"), which is being distributed to holders of the Notes.

(1)  The Offers are being conducted separately and distinctly from the Solicitations.
(2)  The Issuer will also pay accrued and unpaid interest to, but not including, the Payment Date, in connection with the Offers.

The Offers will expire at 5:00 p.m., New York City time, on May 8, 2015, unless extended or terminated as described in the Offer and Solicitation Statement (such time and date, as they may be extended, the "Expiration Date"). Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on May 8, 2015, unless extended as described in the Offer to Purchase (such time and date, the "Withdrawal Deadline").

Holders must validly tender Notes at or prior to the Expiration Date to be eligible to receive the Consideration. Payment for Notes that are validly tendered at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline will occur on the Payment Date, which is expected to be on or about May 13, 2015. In addition, holders of Notes accepted for payment pursuant to the Offers will be entitled to any accrued and unpaid interest to, but not including, the Payment Date on such Notes.

The Issuer's obligation to accept for payment and to pay for any Notes validly tendered pursuant to the Offers is subject to the satisfaction or waiver of certain conditions described in the Offer and Solicitation Statement.

In order to receive a consent fee, a holder must validly deliver (and not revoke) its consent prior to 5:00 p.m., New York City time, on April 23, 2015 (the "Consent Deadline"). Holders of the Notes of a series of the Notes who do not submit consents prior to the Consent Deadline will not receive a consent fee, even if the proposed amendments become effective for such series of the Notes.

Payment of the consent fee for each series of the Notes is subject to the receipt of the required majority consents with respect to such series and to the other customary conditions described in the Offer and Solicitation Statement. Additionally, unless waived by the Issuer, if any consent fee is to be paid, both series of the Notes must meet the conditions for the payment of the consent fee applicable to such series. If one series of the Notes does not meet the conditions for the payment of the applicable consent fee, then holders of both series of the Notes will be disqualified from receiving a consent fee, even if the holders of the required majority of the other series of the Notes consent to the applicable proposed amendment. Subject to the foregoing, the consent fees will be paid promptly after the expiration of the Solicitations, as described in the Offer and Solicitation Statement.

The Issuer may, in its sole discretion, terminate, extend or amend the Solicitations at any time as described in the Offer and Solicitation Statement.

IMPORTANT: Beneficial owners of the Notes whose Notes are held in the name of a broker, dealer, commercial bank, trust company or other intermediary should contact such broker or other intermediary promptly and obtain and follow their instructions with respect to the applicable consent and tender procedures and deadlines, which may be earlier than the deadlines set out in the Offer and Solicitation Statement.

The Issuer has retained Wells Fargo, National Association, to act as depositary in connection with the Offers and as tabulation agent in connection with the Offers and the Solicitations and D.F. King & Co., Inc. to act as the information agent for the Offers and the Solicitations. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 884-5882 (toll-free), (212) 269-5550 (collect) or [email protected].

This news release is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This news release is also neither an offer to purchase nor a solicitation of an offer to sell any security. In addition, this news release is not a solicitation of consents with respect to the proposed amendment or any securities. The Offers and the Solicitations are made only by, and pursuant to the terms of, the Offer and Solicitation Statement, and the information in this news release is qualified by reference to the Offer and Solicitation Statement and the Letter of Transmittal. No recommendation is being made as to whether holders of the Notes should tender their Notes or consent to the proposed amendments. The Offers and the Solicitations are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offers or solicitations under applicable state or foreign securities or "blue sky" laws.

About the Issuer
As a result of the combination of the businesses of GTECH S.p.A. and the Issuer, the Issuer has become a wholly-owned subsidiary of IGT.

About IGT
IGT (NYSE: IGT) is the global leader in gaming. We enable players to experience their favorite games across all regulated segments and channels, from Gaming Machines and Lotteries to Interactive and Social Gaming. Leveraging a wealth of prime content, substantial investment in innovation, in-depth customer intelligence, operational expertise and leading-edge technology, our gaming solutions anticipate the demands of consumers wherever they decide to play. We have a well-established local presence and relationships with governments and regulators in more than 100 countries around the world, and create value by adhering to the highest standards of service, integrity, and responsibility. IGT has approximately $6 billion in revenues and more than 13,000 employees. For more information, please visit www.merger.igt.com.

Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning International Game Technology PLC ("IGT") and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of IGT as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as "aim," "anticipate," "believe," "plan," "could," "would," "should,", "shall", "continue", "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "will," "possible," "potential," "predict," "project" or the negative or other variations of them. These forward-looking statements are subject to various risks and uncertainties, many of which are outside IGT's control. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance or achievements. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include (but are not limited to) risks that the businesses of International Game Technology and GTECH S.p.A. will not be integrated successfully, following the recent completion of their business combination, or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies, growth or other anticipated benefits or that such benefits may take longer to realize than expected; risks relating to unanticipated costs of integration of the two companies; reductions in customer spending; a slowdown in customer payments and changes in customer demand for products and services; unanticipated changes relating to competitive factors in the industries in which the company operates; ability to hire and retain key personnel; the potential impact of the consummation of the business combination on relationships with third parties, including customers, employees and competitors; ability to attract new customers and retain existing customers in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the company; international, national or local economic, social or political conditions that could adversely affect the company or its customers; conditions in the credit markets; risks associated with assumptions the company makes in connection with its critical accounting estimates and legal proceedings; and the company's international operations, which are subject to the risks of currency fluctuations and foreign exchange controls. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the company's business, including those described in IGT's registration statement on Form F-4 and other documents filed from time to time with the Securities and Exchange Commission (the "SEC"). Except as required under applicable law, the company does not assume any obligation to update these forward-looking statements. Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per IGT share for the current or any future financial years will necessarily match or exceed the historical published earnings per IGT share, as applicable. All forward-looking statements contained in this communication are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to IGT, or persons acting on its behalf, are expressly qualified in its entirety by the cautionary statements contained throughout this communication.

Contact:
Robert K. Vincent, Corporate Communications, (401) 392-7452
James Hurley, Investor Relations, (401) 392-7190

SOURCE International Game Technology PLC

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