Scientific Games announces cash tender offer

The company is conducting the tender offer and consent solicitation in order to refinance a portion of its existing debt. It intends to finance the purchase of the 2012 Notes tendered with a portion of the net proceeds from the company's proposed private offering of us$ 250 million aggregate principal amount of senior subordinated notes due 2018, which was separately announced by the Company today.

The full terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase, dated September 8, 2010, and the related Letter of Transmittal. The tender offer will expire at 12:00 midnight, New York City time, on October 5, 2010, unless extended or terminated pursuant to the terms of the tender offer.

In conjunction with the tender offer, Scientific Games is also soliciting the consent of holders of the Notes to the elimination of substantially all of the restrictive covenants and certain default provisions in the indenture governing the Notes, and to the execution by the Company, the subsidiary guarantors and the trustee of a supplemental indenture to amend the indenture. The proposed amendments to the indenture require the consent of at least a majority in aggregate principal amount of outstanding Notes to be adopted. Holders cannot tender their Notes without delivering a consent and cannot deliver a consent without tendering their Notes.

The firm is offering to purchase the Notes at a price of us$ 1,000 for each us$ 1,000 principal amount of Notes validly tendered and not withdrawn. Holders who tender their Notes and deliver their consents to the proposed amendments before 5:00 p.m., New York City time, on September 21, will also receive an early tender amount of us$ 7.50 for each us$ 1,000 principal amount of Notes validly tendered and not withdrawn, in addition to the Tender Offer Consideration, for a total consideration of us$ 1,007.50 for each us$ 1,000 principal amount of Notes.

Holders who tender after the Early Tender Deadline will receive only the Tender Offer Consideration of us$ 1,000 for each us$ 1,000 principal amount of Notes validly tendered and not withdrawn, but not the Early Tender Amount. Notes tendered before the Early Tender Deadline may be withdrawn at any time prior to the Early Tender Deadline, but not thereafter. If a holder validly tenders and does not validly withdraw its Notes prior to the Early Tender Deadline and the firm accepts such Notes for payment, upon the terms and subject to the conditions of the tender offer and consent solicitation, the company will pay such holder the total consideration, which is equal to the Tender Offer Consideration plus the Early Tender Amount.

In both cases, holders whose Notes are purchased in the tender offer will also be paid accrued and unpaid interest from the most recent interest payment date on the Notes to, but not including, the applicable settlement date.

The tender offer is contingent upon the satisfaction of certain conditions, including (a) the issuance of indebtedness by the company in the New Notes offering in an aggregate principal amount of not less than us$ 250 million; and (b) satisfaction of other general conditions set forth in the Offer to Purchase dated September 8, 2010.