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BNP Paribas Banca IMI Mediobanca Unicredit Bank

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BNP Paribas Banca IMI Mediobanca Unicredit Bank Offering Memorandum Not for general circulation in the United States International Game Technology PLC €500.0 million 3.500% Senior Secured Notes due 2024 International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (the “Issuer”), is offering (the “Offering”) €500.0 million aggregate principal amount of 3.500% Notes due 2024 (the “Notes”). The Notes will bear interest at a rate of 3.500% per annum from the date of original issuance, payable semi-annually in arrears on January 15 and July 15 in each year commencing on January 15, 2019 (the “Interest Payment Date”). The maturity date of the Notes is July 15, 2024. The Notes will rank pari passu in right of payment to all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will rank senior in right of payment to indebtedness that is subordinated in right of payment to the Notes. The Notes will be guaranteed (the “Guarantees”) on a senior basis by certain subsidiaries of the Issuer (the “Guarantors”). The Guarantees will be secured and will rank pari passu in right of payment with all of the Guarantors’ existing and future indebtedness that is not subordinated in right of payment to the Guarantees and will rank senior in right of payment to indebtedness that is subordinated in right of payment to the Guarantees. The Notes will be secured within 90 days of the Issue Date (as defined herein) by a first ranking security interest in the following (the “Notes Collateral”): (i) the issued and outstanding shares of common stock of IGT US HoldCo (as defined herein) and the quotas of the Italian Guarantor (as defined herein); and (ii) intercompany loans or notes in excess of $10.0 million (x) with respect to which an obligor under the Revolving Credit Facilities Agreement (as defined herein) or the Term Loan Facility Agreement (as defined herein) is the creditor and the Issuer or a subsidiary of the Issuer is a debtor, (y) with respect to which the Issuer or any subsidiary of the Issuer is a creditor and an obligor under the Revolving Credit Facilities Agreement or the Term Loan Facility Agreement is a debtor. The Guarantees will be secured (within 90 days of the Issue Date) on the first ranking security interest in the following (the “Guarantee Collateral” and together with the Notes Collateral, the “Collateral”): intercompany loans or notes in excess of $10.0 million (x) with respect to which an obligor under the Revolving Credit Facilities Agreement or the Term Loan Facility Agreement is the creditor and the Issuer or a subsidiary of the Issuer is a debtor, (y) with respect to which the Issuer or any subsidiary of the Issuer is a creditor and an obligor under the Revolving Credit Facilities Agreement or the Term Loan Facility Agreement is a debtor. The Collateral also secures on a pari passu basis the Revolving Credit Facilities, the Term Loan Facility, the Existing Notes (as defined herein) and the Existing IGT US HoldCo Notes (as defined herein) (which are required to be secured only to the extent the Collateral constitutes property or assets of IGT US HoldCo or a subsidiary of IGT US HoldCo) and may also secure certain future indebtedness on an equal and ratable basis to the Notes. The security interest in the Collateral will be granted subject to the terms of the Intercreditor Agreement, certain agreed security principles and terms of the security documents. See “Description of Other Indebtedness—Intercreditor Agreement.” Prior to January 15, 2024, the Issuer may at its option redeem some or all of the Notes by paying a “make-whole” premium, plus accrued and unpaid interest and additional amounts, if any. After such date, the Issuer may at its option redeem some or all of the Notes at par, plus accrued and unpaid interest. Further, the Issuer may redeem all of the Notes at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain changes in tax law. Upon the occurrence of certain events constituting a change of control as defined in the Indenture, the Issuer may be required to make an offer to repurchase all of the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. See “Description of the Notes” for further information. This Offering Memorandum is to be read in conjunction with the 2017 Annual Report on Form 20-F (as defined herein) and the Report on Form 6-K (as defined herein) (see “Important Information about this Offering Memorandum” and “Incorporation by Reference” below) and such documents are incorporated by reference in, and form part of, this Offering Memorandum. There is currently no public market for the Notes. Euronext Dublin (as defined herein) approves this Offering Memorandum as Listing Particulars (the “Listing Particulars”). Application has been made to Euronext Dublin (as defined herein) for the Notes to be listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (as defined herein). No assurance can be given that the application will be granted. Furthermore, listing of the Notes to the Official List of Euronext Dublin and admission to trading on the Global Exchange Market is not an indication of the merits of the Issuer, the Guarantors, the Notes or the Guarantees. There can be no assurance that a trading market in the Notes will develop or be maintained. Investing in the Notes involves certain risks. See “Risk Factors” beginning on page 20. None of the Notes have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction. The Notes are being offered and sold only (i) in the United States to “qualified institutional buyers” (“QIBs”) as defined in, and in accordance with, Rule 144A under the U.S. Securities Act and (ii) outside the United States to persons who are non-U.S. persons (“U.S. Persons”) as defined in, and in accordance with, Regulation S (“Regulation S”) under the U.S. Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See “Notice to Investors” and “Plan of Distribution” for additional information about eligible offerees and transfer restrictions. Notes Issue Price: 100.0% plus accrued interest from the Issue Date We expect to deliver the Notes to purchasers in registered Book-Entry form through the facilities of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) and its indirect participants on or about June 27, 2018. See “Book-Entry delivery and Form.” Joint Lead Bookrunners BNP Paribas Banca IMI Mediobanca UniCredit Bank Bookrunners of the Notes Credit Suisse ING The date of this Offering Memorandum is June 27, 2018 TABLE OF CONTENTS IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM ............................................. ii STABILIZATION .............................................................................................................................................. iv NOTICE TO INVESTORS ................................................................................................................................ iv NOTICE TO INVESTORS IN THE UNITED STATES ................................................................................... iv NOTICE TO INVESTORS IN CANADA ......................................................................................................... iv NOTICE TO CERTAIN EUROPEAN INVESTORS ......................................................................................... v PRESENTATION OF FINANCIAL INFORMATION .................................................................................... vii INCORPORATION BY REFERENCE .............................................................................................................. x FORWARD-LOOKING STATEMENTS .......................................................................................................... xi CURRENCY PRESENTATION AND DEFINITIONS .................................................................................. xiii EXCHANGE RATE INFORMATION ........................................................................................................... xvii INDUSTRY AND MARKET DATA ............................................................................................................ xviii SUMMARY ........................................................................................................................................................ 1 CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS ........................................ 8 THE OFFERING ................................................................................................................................................10 SUMMARY HISTORICAL FINANCIAL INFORMATION AND OTHER DATA .......................................15 RISK FACTORS ................................................................................................................................................21 USE OF PROCEEDS .........................................................................................................................................36 CAPITALIZATION ...........................................................................................................................................37
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