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INTERNATIONAL GAME TECHNOLOGY PLC ANNOUNCES CAPPED TENDER OFFER WITH RESPECT TO ITS 6.500% SENIOR SECURED NOTES DUE 2025 AND 3.500% SENIOR SECURED NOTES DUE 2024

Published

3 years ago

September 7, 2022

Reading Time: 5 minutes

International Game Technology PLC, announces the launch of an offer to purchase for cash (the “Tender Offer“) up to US$500,000,000 aggregate principal amount (the “Maximum Acceptance Amount“) of its outstanding US$1,100,000,000 6.500% Senior Secured Notes due 2025 (the “Dollar Notes“) and its outstanding €500,000,000 3.500% Senior Secured Notes due 2024 (the “Euro Notes“, and together with the Dollar Notes, the “Notes“), subject to the Acceptance Priority Levels set forth in the table below (with one (1) being the higher Acceptance Priority Level and two (2) being the lower Acceptance Priority Level) and the Dollar Offer Sub Cap (as defined below). The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 2, 2022 (the “Offer to Purchase“).

The Tender Offer will expire at 11:59 P.M. (New York City time) on September 30, 2022 (unless the Tender Offer is extended or terminated) (such time and date, as the same may be extended, the “Expiration Time“).

To receive the Total Dollar Consideration (as defined below), which includes an early tender premium of US$30.00 per US$1,000.00 principal amount of the Dollar Notes accepted for purchase pursuant to the Tender Offer (the “Early Dollar Tender Premium“) or the Total Euro Consideration (as defined below), which includes an early tender premium of €30.00 per €1,000.00 principal amount of the Euro Notes accepted for purchase pursuant to the Tender Offer (the “Early Euro Tender Premium“), Holders must validly tender and not validly withdraw their Notes prior to 5:00 P.M. (New York City time) on September 16, 2022 (unless the Tender Offer is extended or terminated) (such date and time, as the same may be extended, the “Early Tender Time“). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 P.M. (New York City time) on September 16, 2022.

Holders who validly tender their Dollar Notes or their Euro Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the Dollar Tender Offer Consideration (which is an amount equal to the difference between the Total Dollar Consideration and the Early Dollar Tender Premium) or the Euro Tender Offer Consideration (which is an amount equal to the difference between the Total Euro Consideration and the Early Euro Tender Premium), respectively.

The following table sets forth certain terms of the Tender Offer:

Title of Security

ISIN/

Common Code or CUSIP

Aggregate Principal Amount Outstanding

Acceptance Priority Level⁽¹⁾

Maximum Acceptance Amount

Offer Sub Cap⁽¹⁾

Tender Offer Consideration

Early Tender Premium

Total Consideration⁽²⁾

6.500% Senior Secured Notes due 2025

Rule 144A:

US460599AC74/

460599 AC7

Regulation S:

USG4863AAC20 /

G4863A AC2

US$1,100,000,000

One (1)

US$500,000,000

US$350,000,000 (the “Dollar Offer Sub Cap“)

US$985.00⁽³⁾⁽⁴⁾

(the “Dollar Tender Offer Consideration“)

US$30.00⁽⁵⁾

US$1,015.00⁽⁴⁾

(the “Total Dollar Consideration“)

3.500% Senior Secured Notes due 2024

Rule 144A:

XS1844998192/

184499819

Regulation S:

XS1844997970/

184499797

€500,000,000

Two (2)

Not applicable

€976.25⁽⁶⁾⁽⁷⁾

the “Euro Tender Offer Consideration“)

€30.00⁽⁸⁾

€1,006.25⁽⁷⁾

(the “Total Euro Consideration“)

_____________________

(1)	Subject to the Maximum Acceptance Amount and modified proration, the principal amount of Notes that is purchased pursuant to the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column; provided that IGT will not accept for purchase Dollar Notes in an aggregate principal amount that is greater than the Dollar Offer Sub Cap.
(2)	The applicable Total Consideration equals the sum of the applicable Tender Offer Consideration and the applicable Early Tender Premium.
(3)	For each US$1,000.00 principal amount of the Dollar Notes tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase.
(4)	Does not include accrued interest, which will also be paid in addition to the Dollar Tender Offer Consideration or the Total Dollar Consideration (as applicable).
(5)	For each US$1,000.00 principal amount of the Dollar Notes tendered at or prior to the Early Tender Time and accepted for purchase.
(6)	For each €1,000.00 principal amount of the Euro Notes tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase.
(7)	Does not include accrued interest, which will also be paid in addition to the Euro Tender Offer Consideration (or the Total Euro Consideration (as applicable).
(8)	For each €1,000.00 principal amount of the Euro Notes tendered at or prior to the Early Tender Time and accepted for purchase.

In addition to the Dollar Tender Offer Consideration, the Total Dollar Consideration, the Euro Tender Offer Consideration or the Total Euro Consideration (as applicable), all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest US$0.01 per US$1,000.00 principal amount of the Dollar Notes and €0.01 per €1,000.00 principal amount of the Euro Notes from the last interest payment date up to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) (as applicable).

Notes of one or both series may be subject to modified proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn (with the aggregate principal amount of the Euro Notes converted to US dollars using the Exchange Rate) as of the Early Tender Time or the Expiration Time (as applicable) would cause the Maximum Acceptance Amount to be exceeded or the aggregate principal amount of the Dollar Notes validly tendered and not validly withdrawn as of the Early Tender Time or the Expiration Time (as applicable) would cause the Dollar Offer Sub Cap to be exceeded. Furthermore, regardless of the Acceptance Priority Level, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, and to the extent Notes are tendered at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Acceptance Amount (which shall be applied subject to the Acceptance Priority Levels) and the Dollar Offer Sub Cap available for the purchase of Notes tendered after the Early Tender Time will be reduced or may be eliminated completely.

The Tender Offer is conditioned upon, among other things, IGT, in its sole and absolute discretion, being satisfied that it has received, or will receive, by the Early Settlement Date an amount of net proceeds of the sale of the shares of LIS Holdings S.p.A. by an indirect subsidiary of IGT to PostePay S.p.A. which would be sufficient to finance the payment by IGT of the sum of (1) the sum of the Total Dollar Consideration and the Dollar Tender Offer Consideration with respect to all Dollar Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase and (2) the sum of the Total Euro Consideration and the Euro Tender Offer Consideration with respect to all Euro Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase.

It is expected that payment for Notes validly tendered at or prior to the Early Tender Time will be made promptly following the Early Tender Time, on September 20, 2022 (the “Early Settlement Date“), and payment for Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time will be made on October 4, 2022 (the “Final Settlement Date“).

Subject to applicable law and the terms and conditions of the Offer to Purchase, IGT may change the Acceptance Priority Levels and increase or decrease either or both of the Maximum Acceptance Amount and the Dollar Offer Sub Cap without extending the Early Tender Time or the Expiration Time or otherwise providing withdrawal rights. IGT may also terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.

IGT has retained D.F. King & Co. to act as Tender and Information Agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to D.F. King & Co.

Belatra Games

From ‘Mummyverse’ to Crash Games: Belatra Reviews a Landmark 2025

Published

2 days ago

December 23, 2025

Wladimir P.

from-‘mummyverse’-to-crash-games:-belatra-reviews-a-landmark-2025

Editor’s Take

Why this matters: Belatra has been a steady hand in the slots world for a long time, but 2025 marked a distinct shift in strategy. By entering the Crash vertical with Goose Boom Bang and winning big at SiGMA Africa, the studio is clearly pivoting to capture the high-growth, high-frequency players in emerging markets. They are no longer just a “classic slots” developer; they are diversifying the portfolio to ensure relevance in regions like LatAm and Africa.

The Full Story

Belatra Games, the specialist online slots developer, has issued a strategic review of its 2025 operations, celebrating a 12-month period defined by entry into new game verticals, significant franchise expansion, and high-profile industry recognition.

The year was characterized by a dual strategy: deepening engagement in established markets while aggressively expanding its content portfolio to suit local preferences in emerging territories.

Portfolio Evolution: Crash and Battles 2025 saw Belatra move beyond its traditional slot roots. The company made its debut in the high-demand Crash game vertical with the launch of Goose Boom Bang, a title designed to tap into the fast-paced gameplay preference of younger demographics.

Additionally, the studio introduced a fresh game concept with the launch of Battles, a new format unveiled for the first time in 2025, with further development planned for 2026.

The ‘Mummyverse’ Expands For fans of classic slots, the highlight of the year was the aggressive expansion of the Mummyverse. Belatra nearly doubled the size of this franchise over the year, making it the most extensive game universe in their entire catalog.

The developer also focused on B2B localization, releasing a number of exclusive bespoke games created specifically for selected operator partners to meet specific local market tastes.

Awards and Recognition The company’s strategic shifts were validated by industry accolades. Belatra secured over 30 nominations throughout the year, with standout wins including:

Best Slot Provider (awarded by BitStarz).
Most Played Game of 2025 for Make It Gold at the SiGMA Africa Awards.
Player’s Pick Award.

Management Commentary Misha Voinich, Head of Business Development at Belatra, commented on the studio’s momentum:

“This year has truly defined who we are as a studio – ambitious, creative and focused on building long-term partnerships. We’ve expanded our universes, launched new ones and entered exciting new markets that will all help us carry this momentum into the New Year.”

The post From ‘Mummyverse’ to Crash Games: Belatra Reviews a Landmark 2025 appeared first on Gaming and Gambling Industry Newsroom.

BMM Testlabs

‘Chaos and Soul’: Ebaka Games Plots Global Expansion After Viral Launch

Published

2 days ago

December 23, 2025

Wladimir P.

‘chaos-and-soul’:-ebaka-games-plots-global-expansion-after-viral-launch

Editor’s Take

Why this matters: The “Instant Game” vertical (Crash, Plinko, Mines) is becoming crowded, but Ebaka Games is cutting through the noise with a distinct brand personality. By securing BMM Testlabs certification so quickly after launch, they are signaling to Tier 1 operators that despite their “chaotic” marketing vibe, the math underneath is solid and compliant. The backing of industry veteran Dmitry Belianin also adds immediate commercial credibility to the startup.

The Full Story

Ebaka Games, the fledgling studio that promises to bring “chaos and soul” to the iGaming sector, has outlined an aggressive growth strategy for 2026 following a landmark launch period in late 2025.

The studio, which officially debuted in November, reports that its initial rollout reached more than five million people worldwide. The launch saw its portfolio go live with the operator Menace, serving as the initial testbed for its mechanics and “Ebaka modes.”

The Product: Instant Games with Personality Ebaka is bypassing traditional slots to focus on the high-growth vertical of fast-paced, instant-win games. Their initial lineup includes:

Plinko
Mines
Tower
Limbo
Crash

Differentiation is achieved through unique mascots and signature gameplay tweaks designed to offer high win potential and distinct visual identities, moving away from the generic interfaces often found in this genre.

Regulatory Milestone Crucially for its 2026 roadmap, Ebaka Games has confirmed it has secured certification from BMM Testlabs. This accreditation validates the fairness and integrity of its RNG (Random Number Generator) and game engines, removing a major barrier to entry for regulated markets. With this certification in hand, the studio plans to launch with a number of “major brands” in the coming year.

Management Commentary Vitalii Zalievskyi, CEO of Ebaka Games, commented on the studio’s unorthodox approach:

“It’s only been a few weeks since we first introduced Ebaka Games to the world. The feedback has been breathtaking, and it vindicates the decision for us to take a different path to the rest of the industry. You don’t need huge marketing budgets to grab people’s attention if you are building something truly innovative.”

Industry Backing The studio describes itself as being “created by players for players” but boasts significant industry firepower in its corner. The team includes Dmitry Belianin, a well-known figure in the sector who is the co-founder of Blask and Menace, as well as Managing Partner at Already Media.

The post ‘Chaos and Soul’: Ebaka Games Plots Global Expansion After Viral Launch appeared first on Gaming and Gambling Industry Newsroom.

ARC

Racing Meets Nightlife: SBK Backs ARC’s New ‘Friday Night Live’ Series

Published

2 days ago

December 23, 2025

Wladimir P.

racing-meets-nightlife:-sbk-backs-arc’s-new-‘friday-night-live’-series

Editor’s Take

Why this matters: British racing has a well-documented demographic problem; its core audience is aging. “Friday Night Live” is a direct attempt to fix this by blending high-stakes racing with the “experience economy” (DJs, nightlife vibes) that appeals to Gen Z and Millennials. Bringing SBK on board—a mobile-first, app-only sportsbook—is a perfect demographic fit, while the Racing Post adds the necessary credibility to ensure the actual racing product remains the focus.

The Full Story

Arena Racing Company (ARC) has unveiled the strategic commercial lineup for its upcoming Friday Night Live series, confirming SBK as the Exclusive Betting Partner and The Racing Post as the Official Media Partner.

Set to launch in January 2026, Friday Night Live is a new initiative created in collaboration with youth-focused events company INVADES. The series is designed to overhaul the traditional race day experience, featuring fast-paced fixtures under floodlights, DJ sets, and significant entertainment elements sandwiched between races.

The Commercial Deal

SBK: As the exclusive betting partner, the Smarkets-owned sportsbook will take naming rights and on-course branding for all 35 races. Crucially, these races will be broadcast live on mainstream television via ITV Racing as well as Sky Sports Research.
The Racing Post: As the Official Media Partner, the publication will provide content, coverage, and promotion across its digital platforms, aiming to bridge the gap between established racing purists and the new audience ARC hopes to attract.

A High-Stakes Experiment The series is not just a marketing exercise; it carries serious sporting weight. Each of the five scheduled nights will feature over £200,000 in prize money. The fixtures will rotate across three of ARC’s all-weather tracks: Wolverhampton, Newcastle, and Southwell.

Management Commentary David Leyden Dunbar, Group Director of Commercial Strategy at ARC, was clear about the target audience:

“We have been very clear that one of the aims of Friday Night Live is to engage the next generation of racing fans… Both [partners] have shown real enthusiasm to work with us… as well as using the platform that these fixtures will offer them to also engage with more established racing and sports fans.”

Adam Baylis, Marketing Director at SBK, added:

“Friday Night Live [is] a fresh and engaging concept that brings a new energy to British racing. SBK has always been built around sport… our focus is on enhancing the live race day experience in a fun, social and responsible way.”

The 2026 Schedule The series kicks off immediately in the new year: