Item 1.01 Entry into a Material Definitive Agreement.

Issuance of Senior Secured Notes

On May 20, 2021 (the "Closing Date"), Inspired Entertainment (Financing) PLC (the "Issuer"), a wholly owned subsidiary of Inspired Entertainment, Inc. (the "Company," and together with its subsidiaries, the "Group"), issued £235.0 million aggregate principal amount of its 7.875% senior secured notes due 2026 (the "Senior Secured Notes").

The Senior Secured Notes and related guarantees were issued under an indenture, dated as of the Closing Date (the "Indenture"), among the Issuer, as issuer, the Company, as a guarantor, certain English and U.S. subsidiaries of the Company, as guarantors (collectively and together with the Company, the "Guarantors"), GLAS Trustees Limited, as trustee (in such capacity, the "Trustee"), GLAS Trust Corporation Limited as security agent (in such capacity, the "Security Agent") and GLAS Trust Company LLC as paying agent, transfer agent and registrar. The terms of the Senior Secured Notes and related guarantees are governed by the Indenture.

The Company used proceeds from the offering of the Senior Secured Notes (i) to repay its existing £145.8 million senior secured term loan facility and €93.1 million senior secured term loan facility and accrued interest thereon (the "Existing Financing") and (ii) to pay fees, commissions and expenses incurred in connection with the refinancing. The Company intends to use the balance of the proceeds for general corporate purposes, including to close-out derivative contracts entered into in connection with the Existing Financing.

The Senior Secured Notes and related guarantees were offered only to "Qualified Institutional Buyers" within the meaning of Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. The Senior Secured Notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States, and the Senior Secured Notes and related guarantees may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

The following is a brief description of the Senior Secured Notes and the Indenture.





Interest and Maturity

The Senior Secured Notes bear interest at a rate of 7.875% per annum and mature on June 1, 2026. Interest is payable on the Senior Secured Notes on June 1 and December 1 of each year, commencing on December 1, 2021.





Ranking

The Senior Secured Notes and related guarantees are senior secured obligations of the Issuer and the Guarantors that (i) rank equally in right of payment to any of the Issuer's and the Guarantors' existing and future indebtedness(except as otherwise described in this paragraph); (ii) rank senior in right of payment with all of the Issuer's and the Guarantor's existing and future senior subordinated indebtedness; (iii) are effectively junior in right of payment to all of the Issuer's and the Guarantors' existing and future secured indebtedness that is secured by assets that do not secure the Senior Secured Notes and the guarantees thereof to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Company's subsidiaries that do not guarantee the Senior Secured Notes (other than the Issuer).





Guarantees

The Senior Secured Notes are fully and unconditionally guaranteed on a senior secured first-priority basis by the Guarantors on a joint and several basis.












Security

The Senior Secured Notes and related guarantees are secured, subject to certain permitted collateral liens, on a first-priority basis by substantially all assets of the Guarantors and all claims of the Issuer under an intercompany loan from the Issuer to Gaming Acquisitions Limited, a private limited liability company incorporated under the laws of England and Wales and an indirect wholly-owned subsidiary of the Company ("GAL"), of the proceeds of the offering of the Senior Secured Notes.





Covenants

The Indenture contains incurrence covenants that limit the ability of the Company and the Company's restricted subsidiaries to, among other things, (i) incur or guarantee additional debt and issue certain preferred stock of restricted subsidiaries; (ii) create or incur certain liens; (iii) make restricted payments, including dividends or distributions to the Company's stockholders or repurchase the Company's stock; (iv) prepay or redeem subordinated debt; (v) make certain investments, including participating joint ventures; (vi) create encumbrances or restrictions on the payment of dividends or other distributions by restricted subsidiaries; (vii) sell assets, or consolidate or merge with or into other companies; (viii) sell or transfer all or substantially all of the Company's assets or those of the Company's subsidiaries on a consolidated basis; (ix) engage in certain transactions with affiliates; and (x) create unrestricted subsidiaries. Certain of these covenants will be suspended if and for so long as the Senior Secured Notes have investment grade ratings from any two of Moody's Investors Service, Inc., Standard & Poor's Investors Ratings Services and Fitch Ratings, Inc. These covenants are subject to exceptions and qualifications as set forth in the Indenture.





Events of Default

The Indenture provides for events of default (subject in certain cases to grace, . . .

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the entry into the Revolving Credit Facility and the issuance of the Senior Secured Notes, on May 20, 2021, GAL prepaid in full the Existing Financing and terminated the Senior Facilities Agreement dated September 27, 2019. No prepayment premium applied to the prepayment of the Existing Financing (although customary break cost provisions apply). In addition, on May 19, 2021, GAL terminated its two interest rate swaps, which fixed a portion of the variable interest rate on the Existing Financing. The termination fees were settled on the Closing Date.





Certain Relationships

The information set forth under "Commitment Letter" and "Certain Relationships" in Item 1.01 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 11, 2019 is incorporated herein by reference.

1 Note to INSE: Please confirm.

In the ordinary course of their respective businesses, certain of the agents and lenders, or their respective affiliates, under the Existing Financing, the Senior Secured Notes and the RCF have performed, and may in the future perform, commercial banking, investment banking, advisory or other financial services for Inspired and its subsidiaries for which they have received, and will receive, customary fees and expenses.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.




Item 8.01 Other Events.

On the Closing Date, the Company issued a press release announcing that the Issuer, a wholly owned subsidiary of the Company, completed the previously announced private offering of £235.0 million aggregate principal amount of its 7.875% senior secured notes due 2026 . A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number                                  Description

4.1         Indenture, dated as of May 20, 2021, among Inspired Entertainment
          (Financing) PLC, as issuer, Inspired Entertainment, Inc., as a
          guarantor, the subsidiaries of Inspired Entertainment, Inc. named
          therein, as additional guarantors, GLAS Trustees Limited, as trustee,
          GLAS Trust Corporation Limited as security agent and GLAS Trust Company
          LLC as paying agent, transfer agent and registrar

4.2         Form of 7.875% Senior Secured Notes due 2026 (included in Exhibit
          4.1)

10.1        Super Senior Revolving Credit Facilities Agreement, dated as of May
          20, 2021, among Inspired Entertainment, Inc., Gaming Acquisition
          Limited, Inspired Entertainment (Financing) PLC and Inspired Gaming (UK)
          Limited as original borrowers, the subsidiaries of Inspired
          Entertainment, Inc. named therein as original guarantors, Global Loan
          Agency Services Limited as agent, GLAS Trust Corporation Limited as
          security agent and Barclays Bank plc and Macquarie Corporate Holdings
          Pty Limited (UK Branch) as arrangers and original lenders.

99.1        Press Release issued by Inspired Entertainment, Inc. on May 20, 2021

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