Item 8.01. Other Events.
Scientific Games Corporation, a Nevada corporation doing business as Light &
Wonder (the "Company"), in connection with the pending divestiture of its
Lottery business to Brookfield Business Partners L.P. (together with its
institutional partners) (the "Pending Lottery Divestiture") and its previously
announced deleveraging plans, is considering a redemption and/or refinancing of
its existing senior secured credit facilities and certain of its outstanding
notes. In connection therewith, Scientific Games International, Inc., a
wholly-owned subsidiary of the Company ("SGI"), has delivered conditional
notices of redemption regarding 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
(collectively, the "Notes"). Each such redemption is conditioned on the
satisfaction or waiver by SGI of the following conditions prior to the
redemption date: (i) the consummation of the Pending Lottery Divestiture,
(ii) the consummation of a financing consisting of a new senior secured credit
facility on terms and conditions satisfactory in all respects to SGI, in its
sole and absolute discretion, on or prior to the contemplated redemption dates
and (iii) the delivery of a notice that such conditions have been consummated or
waived by SGI. We cannot assure you that such conditions will be satisfied or
waived with respect to the redemption of any or all outstanding Notes. Nothing
in this Current Report on Form 8-K should be construed as an offer to purchase,
notice of redemption or repurchase or a solicitation of an offer to purchase any
of the outstanding Notes.
Forward-Looking Statements
In this current report, the Company makes "forward-looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as "will," "may,"
"expect," "intended," "forecast," and "should." These statements are based upon
management's current expectations, assumptions and estimates and are not
guarantees of timing, future results or performance. Therefore, you should not
rely on any of these forward-looking statements as predictions of future events.
Actual results may differ materially from those contemplated in these statements
due to a variety of risks, uncertainties and other factors, including those
factors described in the Company's filings with the Securities and Exchange
Commission (the "SEC"), including the Company's current reports on Form 8-K,
quarterly reports on Form 10-Q and annual reports on Form 10-K, including the
annual report filed with the SEC on March 1, 2022 (including under the headings
"Forward-Looking Statements" and "Risk Factors"). Forward-looking statements
speak only as of the date they are made and, except for the Company's ongoing
obligations under the U.S. federal securities laws, the Company undertakes no
obligation to publicly update any forward-looking statements whether as a result
of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
© Edgar Online, source Glimpses