Scientific Games Announces Exchange Offer for its 6.625% Senior Subordinated Notes Due 2021 and its 10.000% Senior Unsecured Notes Due 2022

LAS VEGAS, April 20, 2015 /PRNewswire/ -- Scientific Games Corporation (NASDAQ: SGMS) (the "Company") today announced that its wholly owned subsidiary, Scientific Games International, Inc. (the "Issuer"), has commenced an offer to exchange (the "Exchange Offer") up to $350.0 million in aggregate principal amount of 6.625% Senior Subordinated Notes due 2021, and related guarantees, which have been registered under the Securities Act of 1933, as amended (the "2021 New Notes"), for an equal aggregate principal amount of its outstanding 6.625% Senior Subordinated Notes due 2021, and related guarantees, which were issued in a private placement (the "2021 Old Private Notes") and up to $2,200.0 million in aggregate principal amount of 10.000% Senior Unsecured Notes due 2022, and related guarantees, which have been registered under the Securities Act of 1933, as amended (the "2022 New  Notes" and together with the 2021 New Notes, the "New Notes"), for an equal aggregate principal amount of its outstanding 10.000% Senior Unsecured Notes due 2022, and related guarantees, which were issued in a private placement (the "2022 Old Private Notes" and together with the 2021 Old Private Notes, the "Old Private Notes").

The 2021 Old Private Notes and the 2021 New Notes are senior subordinated unsecured obligations of the Company and are guaranteed by the Company's domestic, wholly-owned subsidiaries (other than the Issuer). The 2022 Old Private Notes and the 2022 New Notes are senior unsecured obligations of the Company and are guaranteed by the Company's domestic, wholly-owned subsidiaries (other than the Issuer).

The 2021 Old Private Notes were issued under an indenture dated June 4, 2014, and the 2021 New Notes will be issued under the same indenture. The 2022 Old Private Notes were issued under an indenture dated November 21, 2014, and the 2022 New Notes will be issued under the same indenture.

The terms of each series of New Notes are substantially identical to the applicable series of Old Private Notes, except that the New Notes, subject to specified conditions, will be freely transferable.

The Company will not receive any cash proceeds from the Exchange Offer.

The sole purpose of the Exchange Offer is to fulfill the Company's obligations with respect to the registration of the Old Private Notes. Pursuant to registration rights agreements entered into by the Company in connection with the sale of the Old Private Notes, the Company agreed to file with the Securities and Exchange Commission a registration statement relating to the Exchange Offer pursuant to which the New Notes, containing substantially identical terms to the Old Private Notes, would be offered in exchange for the Old Private Notes that are tendered by the holders of those notes. Any Old Private Notes not tendered for exchange in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under the registration rights agreements, except in limited circumstances.

The Exchange Offer will expire at 11:59 p.m., New York City time, on May 15, 2015, unless extended. The Company does not currently intend to extend the expiration date.  Old Private Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration of such offer by following the procedures set forth in the exchange offer prospectus dated April 20, 2015.

The terms of the Exchange Offer are contained in the Exchange Offer prospectus. Persons with questions regarding the Exchange Offer should contact Deutsche Bank Trust Company Americas at 5022 Gate Parkway, Jacksonville, FL 32256, Attention: Reorg. Department, Suite 200; Facsimile: (615) 866-3889; Telephone: (877) 843-9767.

This notice does not constitute an offer to sell the New Notes, nor a solicitation for an offer to purchase the New Notes, nor shall there be any offer, solicitation or sale of any New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer will be made only by means of the Exchange Offer prospectus.

Company Contacts

Investor Relations:
Scientific Games:  Bill Pfund +1 847-785-3167
Vice President, Investor Relations
[email protected]

Media Relations:
Scientific Games:  Mollie Cole +1 773-961-1194
Director, Corporate Communications
[email protected]

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 describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "plan," "continue," "believe," "expect," "anticipate," "target," "should," "could," "potential," "opportunity," "goal," or similar terminology. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; U.S. and international economic and industry conditions, including declines in or slow growth of lottery retail sales or gross gaming revenues, reductions in or constraints on capital spending by gaming or lottery operators and bankruptcies of, or credit risk relating to, customers; limited growth from new gaming jurisdictions, slow addition of casinos in existing jurisdictions and declines in the replacement cycle of existing gaming machines; ownership changes and consolidation in the casino industry; opposition to legalized gaming or the expansion thereof; ability to adapt to, and offer products that keep pace with, evolving technology; ability to develop successful gaming concepts and content; laws and government regulations, including those relating to gaming licenses and environmental laws; inability to identify and capitalize on trends and changes in the gaming and lottery industries, including the expansion of interactive gaming; dependence upon key providers in our social gaming business; retention and renewal of existing contracts or entry into new or revised contracts; level of our indebtedness, higher interest rates, availability and adequacy of cash flows and liquidity to satisfy obligations or future needs, and restrictions and covenants in our debt agreements; protection of our intellectual property, ability to license third party intellectual property, and the intellectual property rights of others; security and integrity of our software and systems and reliance on or failures in our information technology systems; natural events that disrupt our operations or those of our customers, suppliers or regulators; inability to benefit from, and risks associated with, strategic equity investments and relationships, including (i) the inability of our joint venture to meet the net income targets or otherwise to realize the anticipated benefits under its private management agreement with the Illinois lottery (or in connection with any termination thereof), (ii) the inability of our joint venture to meet the net income targets or other requirements under its agreement to provide marketing and sales services to the New Jersey lottery or otherwise to realize the anticipated benefits under such agreement (including as a result of a protest) and (iii) failure to realize the anticipated benefits related to the award to our consortium of an instant lottery game concession in Greece; failure to achieve the intended benefits of the Bally acquisition or the WMS acquisition, including due to the inability to successfully integrate such acquisitions or realize synergies in the anticipated amounts or within the contemplated timeframes or cost expectations, or at all; litigation relating to the Bally acquisition; disruption of our current plans and operations in connection with the Bally acquisition and the WMS acquisition (including in connection with the integration of Bally and WMS), including departure of key personnel or inability to recruit additional qualified personnel or maintain relationships with customers, suppliers or other third parties; costs, charges and expenses relating to the Bally acquisition and the WMS acquisition; inability to complete or successfully integrate future acquisitions; incurrence of restructuring costs, revenue recognition standards and impairment charges; fluctuations in our results due to seasonality and other factors; dependence on suppliers and manufacturers; risks relating to foreign operations, including fluctuations in foreign currency exchange rates and restrictions on the import of our products; dependence on our employees; litigation and other liabilities relating to our business, including risks relating to product defects or other claims relating to products; influence of certain stockholders; and stock price volatility.

Additional information regarding risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the SEC, including the Company's 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 17, 2015 (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.

SOURCE Scientific Games Corporation

Related Links

http://www.scientificgames.com

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