Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 4, 2022, Scientific Games Corporation, a Nevada corporation doing business as Light & Wonder (the "Company"), completed the previously announced sale of all of the issued and outstanding equity interests of the companies which together constitute the Company's Lottery business (the "Transaction"), with the exception of one entity organized in Austria and its subsidiaries, to certain affiliates of BCP Acquisitions LLC, a Delaware limited liability company affiliated with Brookfield Business Partners L.P. ("Buyer"), pursuant to the Equity Purchase Agreement, dated as of October 27, 2021 (as amended, the "Purchase Agreement"), by and between the Company and Buyer, for approximately $6 billion, consisting of approximately $5.8 billion in cash subject to certain customary adjustments as set forth in the Purchase Agreement, and an earn-out payment of up to $225 million in cash based on the achievement of certain adjusted EBITDA targets in 2022 and 2023. The sale of the Austrian entity and its subsidiaries is subject to obtaining the required regulatory approval.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 28, 2021, and which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 4, 2021, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.   Description

    2.1         Equity Purchase Agreement, dated as of October 27, 2021, by and
              between Scientific Games Corporation and BCP Acquisitions LLC
              (incorporated herein by reference to Exhibit 2.1 to the Company's
              Current Report on Form 8-K filed with the SEC on October 28, 2021 (SEC
              File No. 001-11693)).

   99.1         Press Release, dated April 4, 2022, issued by Scientific Games
              Corporation.

    104       Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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