Item 1.01. Entry into a Material Definitive Agreement.
On
The New Credit Facilities are secured by substantially all assets of SGI, the Company and any of their existing or future material domestic subsidiaries, subject to customary exceptions. SGI, the Company and any of their existing or future material domestic subsidiaries guarantee repayment of the New Credit Facilities.
The New Term Loan Facility matures on
Loans under the New Term Loan Facility will, at SGI's option, initially bear interest at either (i) Adjusted Term SOFR Rate (as defined in the New Credit Facilities), plus 3.00% or (ii) a base rate plus 2.00%. Loans under the New Revolving Facility will, at SGI's option, initially bear interest at either (i) Adjusted Term SOFR Rate (or an alternative benchmark rate for non-US dollar borrowings), plus 2.00% or (ii) a base rate plus 1.00%.
The New Credit Facilities are subject to customary affirmative covenants and
negative covenants as well as a financial covenant. The financial covenant is
solely for the benefit of the New Revolving Facility, and it is tested at the
end of each fiscal quarter, solely if the outstanding borrowings (excluding up
to
In connection with the Company's previously announced deleveraging plans, the net proceeds of the divestiture of its Lottery business and the net proceeds of borrowings under the New Term Loan Facility were used to pay off SGI's existing term loan facility and to redeem all of SGI's outstanding 5.000% Senior Secured Notes due 2025, 3.375% Senior Secured Euro Notes due 2026, 5.500% Senior Unsecured Euro Notes due 2026 and 8.250% Senior Unsecured Notes due 2026 and, in each case, to pay accrued and unpaid interest thereon plus any related premiums, fees and expenses (collectively, the "Refinancing Transactions").
The foregoing description of the New Credit Facilities does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The foregoing disclosure in Item 1.01 hereof is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD disclosure.
On
The information contained under Item 7.01 in this Current Report on Form 8-K (this "Report"), including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Report, including Exhibit 99.1, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Forward-Looking Statements
In this Report, including Exhibit 99.1, the Company makes "forward-looking
statements" within the meaning of the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Credit Agreement, by and amongScientific Games International, Inc. , as the borrower,Scientific Games Corporation (d/b/a Light & Wonder), as a guarantor, the several banks and other financial institutions or entities from time to time party thereto andJPMorgan Chase Bank, N.A ., as administrative agent, collateral agent, issuing lender and swingline lender. 99.1 Press Release of the Company, datedApril 14, 2022 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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