Scientific Games Announces Cash Tender Offer and Consent Solicitation for its 9.25% Senior Subordinated Notes Due 2019

NEW YORK, May 20, 2014 /PRNewswire/ -- Scientific Games Corporation (Nasdaq: SGMS) ("Scientific Games") today announced that its wholly owned subsidiary, Scientific Games International, Inc. ("SGI"), has commenced a cash tender offer to purchase any and all of its 9.25% Senior Subordinated Notes due 2019 (the "2019 Notes")(CUSIP No. 80874YAG5), of which $350 million in aggregate principal amount is currently outstanding, and a related consent solicitation to effect certain amendments to the indenture governing the 2019 Notes

SGI is conducting the tender offer and consent solicitation in order to refinance a portion of its existing debt.  SGI intends to finance the purchase of the 2019 Notes tendered with the net proceeds from its proposed private offering of $350.0 million in aggregate principal amount of senior subordinated notes due 2021 (the "2021 Notes"), which was separately announced by Scientific Games today, together with available cash.

The full terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase, dated May 20, 2014, and the related Letter of Transmittal.  The tender offer will expire at 12:00 midnight, New York City time, on June 17, 2014, unless extended or terminated pursuant to the terms of the tender offer (such time and date, the "Expiration Date").

In conjunction with the tender offer, SGI is also soliciting the consent of holders of the 2019 Notes to the elimination of substantially all of the restrictive covenants and certain default provisions in the indenture governing the 2019 Notes, and to the execution by Scientific Games, SGI, the subsidiary guarantors and the trustee of a supplemental indenture to amend the indenture.  The proposed amendments to the indenture require the consent of at least a majority in aggregate principal amount of outstanding 2019 Notes to be adopted.  Holders cannot tender their 2019 Notes without delivering a consent and cannot deliver a consent without tendering their 2019 Notes.

Scientific Games is offering to purchase the 2019 Notes at a price of $1,051.25 (the "Total Consideration") for each $1,000 principal amount of 2019 Notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on June 3, 2014 (the "Early Tender Deadline"), which includes an early tender amount of $30.00 (the "Early Tender Amount") for each $1,000 principal amount of 2019 Notes validly tendered and not withdrawn. Holders tendering their 2019 Notes after the Early Tender Deadline but before the Expiration Date will only be eligible to receive the "Tender Offer Consideration" of $1,021.25 for each $1,000 principal amount of 2019 Notes validly tendered and not withdrawn, but not the Early Tender Amount.  Notes tendered before June 3, 2014 (the "Withdrawal Deadline") may be withdrawn at any time prior to the Withdrawal Deadline, but not thereafter.  Holders whose 2019 Notes are purchased in the tender offer will also be paid accrued and unpaid interest from the most recent interest payment date on the 2019 Notes to, but not including, the applicable settlement date.  The settlement date for 2019 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Deadline is expected to occur upon satisfaction or waiver by SGI of the conditions to the tender offer, which is expected to be on or about June 4, 2014.

The tender offer is contingent upon the satisfaction of certain conditions, including (a) the issuance of indebtedness by SGI in the 2021 Notes offering in an aggregate principal amount of not less than $350.0 million; and (b) satisfaction of other general conditions set forth in the Offer to Purchase dated May 20, 2014.

BofA Merrill Lynch is acting as the dealer manager and solicitation agent for the tender offer. Persons with questions regarding the tender offer may contact BofA Merrill Lynch toll-free at (888) 292-0070 or collect at (980) 388 3646. Global Bondholder Services Corporation is acting as information agent and depositary.  Any questions regarding procedures for tendering the 2019 Notes or requests for additional copies of the Offer to Purchase and the related Letter of Transmittal, which are available for free and which describe the tender offer and consent solicitation in greater detail, may contact Global Bondholder Services Corporation toll free at (866) 804-2200 or collect at (212) 430-3774.