Scientific Games confirms proposed private add-on offering of USD 1B of 7.000% senior secured notes

The New Notes will be issued under the same indenture pursuant to which SGI previously issued $950 million of its 7.000% senior secured notes due 2022. The New Notes and the Existing Notes will be treated as a single series of debt securities for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, will have terms identical to the Existing Notes, other than issue date and offering price and will have the same CUSIP and ISIN numbers as, and trade together with, the New Notes, except that the New Notes issued in offshore transactions under Regulation S shall be issued and maintained under a temporary CUSIP number during a 40-day distribution compliance period commencing on the issue date.

Scientific Games intends to use the net proceeds of the New Notes offering to prepay a portion of its term loans under its credit agreement, redeem or repurchase all of its outstanding senior subordinated notes due 2018 and pay accrued and unpaid interest thereon plus any related premiums, fees and costs, repay a portion of its revolving credit facility, pay related fees and expenses of the New Notes offering and for general corporate purposes. The New Notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries. The New Notes will be secured by liens on the same collateral that secures indebtedness under Scientific Games' credit agreement. At this time, Scientific Games does not anticipate repurchasing or redeeming any 2018 Notes on or prior to March 15, 2017. As a result, the 2018 Notes are expected to remain outstanding, and will continue to accrue interest, until at least that date. Furthermore, Scientific Games may elect not to repurchase or redeem 2018 Notes until a later date.