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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
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.
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Firesand, a leader in iGaming security services and software, has developed a cutting-edge Anti-Account Fraud solution to safeguard iGaming operators and platform providers from escalating credential-based cyber threats.
Firesand Shield is a best-in-class product that has been designed to address the growing complexity of account fraud that has impacted the global iGaming industry in recent times, which in some cases has resulted in loss of business, damaged reputation and regulatory fines. Common examples of account fraud include credential stuffing, dictionary attacks, and common password exploitation.
The new solution provides proactive, intelligent detection and prevention against the full spectrum of account compromise techniques, without relying on user-disruptive CAPTCHAs or blunt blocking mechanisms, to ensure the end user experience remains uninterrupted.
Unlike legacy or bot-only detection tools, Firesand Shield leans on the company’s specialism as a penetration testing service provider to focus on attack patterns, regardless of whether the source is human, bot, or hybrid, offering unmatched insight and agility in protecting operator user accounts and platform integrity. It includes in-depth attack analysis and reporting to provide greater transparency and clarity over the source of each security vulnerability.
With a product upgrade roadmap that includes geolocation anomaly detection, VPN usage analysis, and AI-powered behavioural profiling, Firesand Shield is set to offer operators and platforms significant peace of mind to stay ahead of security threats as they evolve.
Chris Blake, Director at Firesand, said: “Account fraud is a growing threat to the global iGaming industry. There have been multiple cases in the previous year alone where user data has been breached, leading to a detrimental impact for businesses targeted.
“Firesand Shield has been designed to support operators and platform providers of all sizes to sharpen their security capabilities as these attacks become more common and sophisticated. Underpinned by our superior iGaming security excellence, we are well positioned to further strengthen online systems on a global scale.”
With a proven track record of developing bespoke security platforms for a range of industries, Firesand brings unmatched credibility and expertise to the iGaming space, combining technical solutions with practical, actionable defence capabilities for high-risk digital environments.
The post Firesand launches Firesand Shield to combat rise in iGaming account fraud attacks appeared first on European Gaming Industry News.
Industry Awards
Soft2Bet Named Acquisition & Retention Partner and Industry Innovator of the Year by SBC Europe Awards 2025
Soft2Bet has secured two major wins at the SBC Awards Europe 2025, being recognised by excellence for Acquisition & Retention Partner of the Year and Industry Innovation of the Year. Its flagship brand Betinia also earned a Silver Award in the Casino Operator of the Year category, highlighting a company’s ability to create performing brands in saturated and highly competitive key markets.
The awards recognise the continued success of Soft2Bet’s powerful turnkey solutions and Motivational Engineering Gaming Application (MEGA), which has played a central role in driving player engagement and retention across key markets. During the last 12 months, the impact of Soft2Bet’s cutting-edge gamification solutions for casino and sportsbook has played a major role in enhancing customer experience, loyalty, and engagement, delivering ROI-driven performance that goes beyond retention. MEGA was key in achieving a 128% retention uplift for Campobet in Denmark and 106% for Betinia in Sweden, further proving the solution’s impact.
“SBC Europe Awards recognition is a testament to the vision of our technology and its impact on building strong brands, long-term player relationships, and product excellence that goes beyond retention. MEGA continues to lead the European, Nordic and North America market in creating unique experiences that combine innovation, a strong regulatory framework, high performance results from the start,” – stated Oksana Tsyhankova, CMO at Soft2Bet.
Earlier in 2024, Soft2Bet was also recognised at the SBC Awards, winning in Innovation in Mobile and Innovation in Casino Entertainment categories. Soft2Bet now holds 19 licences across 12 jurisdictions and continues to expand both its B2B and B2C footprint in Europe and beyond. With brands like Betinia, CampoBet, Don.ro, Tooniebet, and Quickcasino, the company remains focused on delivering innovative, localised, high-performance iGaming experiences.
The post Soft2Bet Named Acquisition & Retention Partner and Industry Innovator of the Year by SBC Europe Awards 2025 appeared first on European Gaming Industry News.
There are affiliate networks, and then there’s MegaList – a performance-first, hype-last kind of operation built for casino and sportsbook brands that prefer results over buzzwords.
In an industry that sometimes feels like it’s powered by vague metrics and recycled content, MegaList steps in as the “Mega Map” – a practical, data-driven network guiding both players and operators to higher ground. Less “look at our reach,” more “here’s your conversion rate.”
So no, this isn’t just another logo-stamped brand promising traffic and delivering bounce rates. This is a carefully engineered affiliate engine built on smart SEO, qualified leads, and just enough caffeine-fueled obsession with results to make even the most skeptical operators pay attention.
The iGaming Affiliate World: Why It (Still) Matters
Let’s be honest – the affiliate space in iGaming has had its fair share of bad actors and empty promises. But when done right, affiliate marketing is still one of the most effective and efficient ways to connect licensed operators with the right players.
Players want fewer popups, more clarity. Operators want actual ROI, not vague impressions.
Enter: the data-driven affiliate network.
It’s simple:
- Informed players make better choices.
- Strategic affiliates deliver better traffic.
- Everyone wins. Except, of course, the shady operators who preferred it the other way.
Meet the MegaList Brands
These aren’t vanity microsites. Each MegaList brand has a specific mission, actual humans behind the content, and a reputation for, well… telling it like it is.
MegaCasinoList
Let’s face it – players don’t need another affiliate promising “top 10 casinos” based on whatever ad paid the most. They need honest, transparent, expert-backed reviews.
That’s where MegaCasinoList comes in – a platform that filters out the noise and delivers legit info on licensed casinos, security, fairness, and gameplay. Slots? Live dealer games? Payout speed? Yep, it’s all in there, and it’s all vetted.
They work with reliable operators only, because – and here’s a crazy idea – not every shiny site deserves your deposit.
MegaTipsList
If you like sports predictions that read like a 20-page legal document, you’re in the wrong place.
MegaTipsList is built for bettors who want real insights, fast reads, accurate tips, and actual value. It delivers predictions, sports news, and timely promotions – minus the fluff and with none of that “win guaranteed” nonsense.
Designed for bettors who like to stay informed without needing a PhD to understand the odds.
MegaBetList
For the practical bettor who just wants the facts: which sites are legit, which ones pay fast, and what to expect before placing your first wager.
MegaBetList reviews betting platforms with a clear, no-nonsense voice. It’s not trying to dazzle; it’s trying to help people bet smarter – and it’s doing a pretty solid job of it.
From licensing to promotions to usability, everything is covered – and everything is filtered through what actually matters to sports fans.
Why This All Matters (And Why It’s Working)
The iGaming world doesn’t need more noise. It needs better filters, smarter partners, and affiliates that actually care whether the traffic leads somewhere useful.
That’s where MegaList comes in – not to impress with buzzwords, but to perform, to scale, and to make sure both operators and players are on the same page for once.
And if we may drop in a little vision while we’re at it:
“At MegaList, we believe informed players and strategic operators shape a stronger, smarter iGaming industry.”
For once, a statement that isn’t just inspirational filler.
So the next time someone pitches you an affiliate network, ask one thing: “Do they have a plan, or just a landing page?”
MegaList has both, and a track record to prove it.
Explore MegaList’s network:
🔗 MegaAffiliatesList.com
The post Meet MegaList: The Rising Force in iGaming Affiliation appeared first on European Gaming Industry News.
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