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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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eSports
Esports Charts Becomes Official Viewership Analytics Partner of StarLadder Budapest Major 2025
Esports Charts, the leading esports viewership analytics provider, has partnered with StarLadder, a pioneering tournament organiser. The Budapest Major 2025 marks a highly anticipated comeback for StarLadder, as it is their first Counter-Strike Major since 2019 and a significant return to the top-tier esports arena.
As the official analytics partner of the StarLadder Budapest Major 2025, Esports Charts will provide comprehensive, real-time audience data and insights throughout the event. This will empower organisers, teams, sponsors and fans with unparalleled transparency and a deeper understanding of the tournament’s global reach.
Artyom Odintsov, Co-founder and CEO of Esports Charts, said: “We are thrilled and proud to provide viewership analytics for StarLadder for the Budapest Major 2025. Since both Esports Charts and StarLadder are Ukraine-born companies, we share similar values and deal with similar challenges, which brings us even closer.
“It’s genuinely exciting to follow how viewership will develop at this Major. But knowing the expertise, drive, and passion that the organizers are bringing, I have no doubt we’ll witness some incredible things happen in Budapest.
“Esports Charts has always been driven by a mission to provide the esports community with accurate, actionable data, and we look forward to showcasing the impact and audience engagement of this world-class event.”
StarLadder has been a driving force in global esports for almost 15 years now, since hosting its first tournaments in 2011. Renowned for its innovation and reliability, the company has organised some of the industry’s most iconic events. These include the StarLadder Berlin Major 2019, which accumulated over 44 million hours watched and remains in the top 10 CS events by this metric, and the legendary StarSeries tournaments which started back in 2012.
Viacheslav Shcherbakov, Sales and Partnerships at StarLadder, said: “We’ve been working with Esports Charts since their founding and have always valued their professionalism and integrity. In a market where reliable data is essential, Esports Charts provides honest, transparent numbers, exactly the kind of insights sponsors and stakeholders rely on when assessing the potential reach of a World Championship event.
“We’re confident that this partnership will result in a high-quality analysis of our tournament’s performance and the audience data we’ll report to our partners. It’s a collaboration built on trust, shared values, and a deep understanding of what it takes to elevate esports to the next level.”
The Starladder Budapest Major 2025 will be held from November 24 to December 14 in Budapest, Hungary. The event will bring together the world’s top 32 Counter-Strike 2 teams to compete for a $1.25 million prize pool and one of the most prestigious titles in esports.
The post Esports Charts Becomes Official Viewership Analytics Partner of StarLadder Budapest Major 2025 appeared first on European Gaming Industry News.
Superbet has become the new main sponsor of Jagiellonia Białystok. The logo of one of Poland’s leading bookmakers will appear on the front of the Podlasie team’s match jerseys. This is the fourth Ekstraklasa club, alongside Lech Poznań, Górnik Zabrze and GKS Katowice, to join the bookmaker’s extensive sponsorship portfolio.
The new partnership is more than just a logo on a jersey – the collaboration between Jagiellonia and Superbet is intended to have a particularly fan-focused nature. The brand is announcing numerous dedicated campaigns, events and surprises aimed at fans of the yellow and reds. The first of these has already launched with the announcement of the partnership – and will undoubtedly delight anyone planning to purchase the new jersey.
Superbet will pay a 100 PLN bonus towards the purchase of an official Jagiellonia match jersey. A total of 1920 jerseys will be available as part of the promotion – a number symbolically related to the year the club was founded. The promotion is valid both in-store and online and is open to all Superbet app users.
“When making a purchase in a stationary store, all you need to do is show the installed application, and for online customers, verification will take place via the email address: [email protected], to which you can simply send a short message, and in response, fans will receive a unique code entitling them to purchase a T-shirt at a discount,” explains Bartosz Malaka, Head of Marketing & Sponsoring at Superbet.
However, this is not the end of surprises for fans of the Białystok club, because if they register using the special code “JAGA,” they will also receive a welcome bonus.
“Jagiellonia fits perfectly into our sponsorship strategy – it’s a club with ambition, a strong identity, and enormous potential that combines modernity with local character. W’’re thrilled to be embarking on this journey together. Our logo will now appear on the fronts of the jerseys of four Ekstraklasa clubs, confirming our continued leadership in sports sponsorship,” said Łukasz Seweryniak, General Manager of Superbet Polska.
“Jaga is the perfect partner for us – with a great history and a huge, loyal community of fans who live and breathe this club every day. With them in mind, we’re preparing a whole package of activations, surprises, and events designed to build even stronger bonds. We want to show that just as Jaga is a super club, Superbet is a super sponsor,” Malaka said.
“I am extremely proud and happy to have entered into a partnership with such a renowned and recognizable brand as Superbet. I would like to emphasize that this is the highest-ever sponsorship agreement in the club’s history, which further underscores the importance of this partnership. I believe the word ‘partnership’ is key in the context of our agreement. I am most pleased that we are not just gaining a sponsor, but a true partner with whom we will achieve great things together,” said Ziemowit Deptuła, President of the Management Board of Jagiellonia Białystok SSA.
The partnership with Superbet is another important step in Jagiellonia’s development – not only in terms of sporting activities, but also in terms of modern marketing and fan engagement. Both parties emphasize that this will be a collaboration based on genuine commitment and closeness to fans.
The post Superbet Becomes New Main Sponsor of Jagiellonia Białystok appeared first on European Gaming Industry News.
The Victorian Gambling and Casino Control Commission (VGCCC) has fined the Werribee RSL $30,000 for failing to prevent 2 self-excluded customers from gambling.
VGCCC CEO Suzy Neilan said: “This is the first time the VGCCC has taken disciplinary action against a club or hotel for self-exclusion breaches.
“Self-exclusion programs empower people to manage their gambling by registering to be temporarily or permanently blocked from entering gambling areas of clubs, pubs and casinos.
“By failing to respect a person’s decision to self-exclude, a venue may put customers who have decided to take a break from gambling, or quit altogether, at risk of experiencing gambling harm.”
In January 2024, the VGCCC received an anonymous tip-off that a self-excluded person entered the Werribee RSL gaming room and used the poker machines. The venue self-reported a second breach in May 2024, after realising a different customer had gambled at the venue on at least 4 occasions between February and May 2024.
Ms Neilan said: “Taking disciplinary action is the last resort. We would prefer venues take their harm minimisation responsibilities seriously by complying with their legal obligations, including through the effective implementation of tools like self-exclusion.
“Venues and their staff are the last line of defence for self-excluded customers, who should be able to trust that their decision to self-exclude will be respected. They must have the appropriate controls in place to prevent self-excluded people from entering gaming rooms.”
The VGCCC acknowledged that Werribee RSL cooperated with the investigations and has since taken steps to strengthen its procedures. These include improved and regular staff training, daily audits of the self-exclusion register and greater use of technology to identify self-excluded customers who attempt to enter the gaming room.
This remedial action was taken into consideration in determining the amount of the fine.
The post VGCCC Fines Werribee RSL for Self-exclusion Failures appeared first on European Gaming Industry News.
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