Item 1.01. Entry into a Material Definitive Agreement.





Supplemental Indentures

On September 30, 2021, Scientific Games International, Inc. ("SGI"), a wholly owned subsidiary of Scientific Games Corporation (the "Company"), entered into supplemental indentures (the "Supplemental Indentures") to the indentures (the "Indentures") by and among SGI, the Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), pursuant to SGI's previously announced consent solicitation (the "Consent Solicitation") with respect to SGI's 5.000% Senior Secured Notes due 2025 ("5% Secured Notes"), 3.375% Senior Secured Notes due 2026 ("3.375% Secured Notes"), 8.625% Senior Notes due 2025 ("8.625% Notes"), 5.500% Senior Notes due 2026 ("5.5% Notes"), 8.250% Senior Notes due 2026 ("8.25% Notes"), 7.000% Senior Notes due 2028 ("7% Notes") and 7.250% Senior Notes due 2029 ("7.25% Notes" and, together with the 5% Secured Notes, the 3.375% Secured Notes, the 8.625% Notes, the 5.5% Notes, the 8.25% Notes and the 7% Notes, the "Notes").

The Supplemental Indentures amended the Indentures' requirement that at least 75% of the consideration received from an Asset Sale is cash or cash equivalents to reduce that percentage to 60%, solely with respect to a potential initial public offering relating to the Company's previously announced evaluation of strategic alternatives for the intended divestiture of the Company's lottery business in the event such potential initial public offering were to occur prior to June 30, 2022, subject to the terms and conditions described in the consent solicitation statement dated September 23, 2021.

The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the full text of the Supplemental Indentures filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 hereto and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On October 1, 2021, the Company issued a press release announcing the receipt of required consents pursuant to the Consent Solicitation regarding the Supplemental Indentures, described in Item 1.01 above. A copy of this 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 (the "Securities Act"), or the Exchange Act.





No Offer

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which any such offer, solicitation or sale would be unlawful. Securities may not be offered or sold, directly or indirectly, in the United States unless they have been registered under the Securities Act or are offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable state securities laws.

Item 9.01. Financial Statements and Exhibits.






(d)  Exhibits.



Exhibit No.   Description

     4.1        Supplemental Indenture , dated as of September 30, 2021, among
              Scientific Games International, Inc., as issuer, Scientific Games
              Corporation, the other guarantors party thereto, and Deutsche Bank
              Trust Company Americas, as trustee, relating to the Indenture, dated
              as of October 17, 2017, as amended and supplemented, relating to the
              5.000% Senior Secured Notes due 2025.
      4.2       Supplemental Indenture, dated as of September 30, 2021, among
              Scientific Games International, Inc., as issuer, Scientific Games
              Corporation, the other guarantors party thereto, and Deutsche Bank
              Trust Company Americas, as trustee, relating to the Indenture, dated
              as of February 14, 2018, as amended and supplemented, relating to
              the 3.375% Senior Secured Notes due 2026.
      4.3       Supplemental Indenture, dated as of September 30, 2021, among
              Scientific Games International, Inc., as issuer, Scientific Games
              Corporation, the other guarantors party thereto, and Deutsche Bank
              Trust Company Americas, as trustee, relating to the Indenture, dated
              as of July 1, 2020, as amended and supplemented relating to the
              8.625% Senior Unsecured Notes due 2025.
      4.4       Supplemental Indenture, dated as of September 30, 2021, among
              Scientific Games International, Inc., as issuer, Scientific Games
              Corporation, the other guarantors party thereto, and Deutsche Bank
              Trust Company Americas, as trustee, relating to the Indenture, dated
              as of February 14, 2018, as amended and supplemented, relating to
              the 5.500% Senior Unsecured Notes due 2026.
      4.5       Supplemental Indenture, dated as of September 30, 2021, among
              Scientific Games International, Inc., as issuer, Scientific Games
              Corporation, the other guarantors party thereto, and Deutsche Bank
              Trust Company Americas, as trustee, relating to the Indenture, dated
              as of March 19, 2019, as amended and supplemented, relating to the
              8.250% Senior Unsecured Notes due 2026.
      4.6       Supplemental Indenture, dated as of September 30, 2021, among
              Scientific Games International, Inc., as issuer, Scientific Games
              Corporation, the other guarantors party thereto, and Deutsche Bank
              Trust Company Americas, as trustee, relating to the Indenture, dated
              as of November 26, 2019, as amended and supplemented, relating to
              the 7.000 % Senior Unsecured Notes due 2028.
      4.7       Supplemental Indenture, dated as of September 30, 2021, among
              Scientific Games International, Inc., as issuer, Scientific Games
              Corporation, the other guarantors party thereto, and Deutsche Bank
              Trust Company Americas, as trustee, relating to the Indenture, dated
              as of November 26, 2019, as amended and supplemented, relating to
              the 7.250 % Senior Unsecured Notes due 2029.
    99.1        Press Release of the Company, dated October 1, 2021.
        104   Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

© Edgar Online, source Glimpses