A group of institutional investors led by Caledonia (Private) Investments Pty Limited entered into a stock purchase agreement to acquire 34.9% stake in Scientific Games Corporation (NasdaqGS:SGMS) from MacAndrews & Forbes Group LLC and MacAndrews & Forbes Incorporated for approximately $930 million on September 11, 2020. The buyers will acquire shares at $28 per share. Prior to the transaction, MacAndrews & Forbes Group LLC holds 0.6% stake and MacAndrews & Forbes Incorporated holds 38.8% stake in Scientific Games Corporation. No investor is expected to beneficially own more than 9.9% of Scientific Games Corporation’s shares as a result of the transaction. In connection with the agreement, Caledonia committed to fund the aggregate purchase price for the shares of common stock. The transaction will be terminated if final closing has not occurred on or before November 10, 2020 and or other extended date agreed by parties. The transaction between the investing parties and MacAndrews & Forbes is expected to be executed in multiple tranches. In connection with the transaction, Scientific Games is implementing a series of governance changes and enhancements, including refreshment of its Board of Directors. The Scientific Games Board will be reconstituted to include all existing directors, other than the MacAndrews & Forbes representatives, as well as three new directors. Former Aristocrat Chief Executive Officer Jamie Odell, along with former Aristocrat Chief Financial Officer Toni Korsanos, will join Scientific Games Board as Executive Chair and Executive Vice Chair, respectively. They will be joined on the Board by an additional independent non-executive director. Ronald Perelman, current Executive Chairman of the Scientific Games Board and MacAndrews & Forbes Chairman and Chief Executive Officer, as well as Barry Schwartz and Frances Townsend, the two other MacAndrews & Forbes representatives, will resign from the Board. The changes to the Scientific Games Board will become effective upon the first tranche sale. As on September 16, 2020, MacAndrews & Forbes designated Barry F. Schwartz as a non-voting observer to the Scientific’s board of directors. The transaction is subject to no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the stock purchase shall have taken effect after the date hereof and shall still be in effect, the representations and warranties remaining true, delivery of assignment and assumption agreement by buyer to M&F prior to the initial closing, all of the directors serving on the board of directors of Scientific Games Corporation that have been designated by M&F shall have submitted their respective resignations from the Board and any board of directors or similar governing body of any wholly owned subsidiary of Scientific Games Corporation on which they serve, neither party nor Scientific Games Corporation shall have received any written communication from any Gaming Authority asserting that approval under Gaming Laws applicable to such Gaming Authority’s jurisdiction is required to consummate the agreement. The first tranche sale is expected to be completed on September 11, 2020 and the transaction is expected to be fully completed over the next several weeks. As of September 16, 2020 the first tranche of the transaction has been completed with sale of 9.4 million shares to Caledonia (Private) Investments. As of September 30, 2020 the second tranche of the transaction has been completed with sale of 4.7 million shares to Caledonia (Private) Investments. As of October 12, 2020 the third tranche of the transaction has been completed with sale of 1.9 million shares to Caledonia (Private) Investments. As of October 16, 2020, an additional tranche of the transaction has been completed with sale of 2.7 million shares to Caledonia (Private) Investments. As of October 21, 2020, an additional tranche of the transaction has been completed with sale of 2.2 million shares to Caledonia (Private) Investments. Macquarie Capital (USA) Inc acted as the lead financial advisor and Oaktower Partnership Pty. Ltd. acted as co-financial advisor to the new institutional investors including Caledonia. Michael P. Brueck, Tim Cruickshank, David Nemecek and Jaime Madell of Kirkland & Ellis LLP acted as the legal advisors and Greenberg Traurig, LLP acted as the regulatory counsel to buyers. Odell and Korsanos were advised by Jarden Australia Pty Limited. Deutsche Bank Securities Inc. acted as financial advisor and Adam O. Emmerich and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz acted as legal advisors to MacAndrews & Forbes. Macquarie Group Limited (ASX:MQG) acted as the financial advisor to Scientific Games Corporation and Moelis & Company (NYSE:MC) acted as the financial advisor to special committee of Scientific Games. Robert I. Townsend III, Jenny Hochenberg, J. Leonard Teti II, Nicholas A. Dorsey and Eric W. Hilfers of Cravath, Swaine & Moore LLP acted as legal advisors for Scientific Games. A group of institutional investors led by Caledonia (Private) Investments Pty Limited completed the acquisition of 34.9% stake in Scientific Games Corporation (NasdaqGS:SGMS) from MacAndrews & Forbes Group LLC and MacAndrews & Forbes Incorporated on October 27, 2020. The reconstituted Board now consists of all existing directors, other than the MacAndrews & Forbes representatives, as well as four new Directors. Jamie Odell and Toni Korsanos will be joined on the Board by Tim Throsby and Hamish McLennan, as new independent Directors effective October 1, 2020 and October 29, 2020, respectively.