Scientific Games announces offering of USD 350M of senior secured notes

Scientific Games wants to use the net proceeds of the Notes offering, together with cash on hand and borrowings under the company's existing revolving credit facility, to finance the company's pending acquisition of NYX Gaming Group Limited and its subsidiaries, including the refinancing of certain indebtedness of NYX, and to pay related fees and expenses. The offering of the Notes is not conditioned upon the consummation of the NYX Acquisition. If the NYX Acquisition is not consummated for any reason, the Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, which may include the prepayment of term loan borrowings under the Company's existing credit agreement.

The Notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries. The Notes will be secured by liens on the same collateral that secures indebtedness under Scientific Games' existing credit agreement and SGI's 7.000% senior secured notes due 2022.

The Notes will not be registered under the Securities Act of 1933, as amended or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act.