On November 4 GTECH S.p.A. and its wholly-owned subsidiary GTECH Corporation entered into a USD2.6 billion five-year senior facilities agreement with a syndicate of 20 banks led by J.P. Morgan Limited and Mediobanca – Banca di Credito Finanziario S.p.A., as Global Coordinators, Bookrunners and Mandated Lead Arrangers. The Royal Bank of Scotland plc is acting as Agent and KeyBank National Association is acting as Swingline Agent. The geographic distribution of the commitments of the banks under the agreement is as follows: continental Europe other than Italy – 46%, Italy – 21%, North America – 21% and the United Kingdom – 12%.
The agreement provides for a USD1,400 million multicurrency revolving credit facility for GTECH Corporation and a EUR850 million multicurrency revolving credit facility for GTECH S.p.A. Upon completion of the previously announced merger of GTECH S.p.A. with and into Georgia Worldwide PLC (NewCo) – the “GTECH Merger” – NewCo will be able to borrow under both facilities. Upon completion of the previously announced acquisition of International Game Technology (IGT) – the “IGT Acquisition” – the US Dollar facility will be increased to USD1,500 million and IGT will be able to borrow under the US Dollar facility. The revolving credit facilities were increased from the USD2,000 million initially requested because of a large oversubscription.
The revolving credit facilities will be used for general corporate purposes, including repayment of any outstanding amounts under the term and multicurrency revolving credit facilities for GTECH S.p.A. and GTECH Corporation (which are scheduled to expire in December 2015) and refinancing certain debt securities issued by GTECH S.p.A. Upon completion of the IGT Acquisition, the US Dollar facility will also be used to repay any outstanding amounts under IGT’s revolving credit facility.
The revolving credit facilities will be fully and unconditionally guaranteed by GTECH S.p.A. (or NewCo upon completion of the GTECH Merger) and, subject to customary limitations, GTECH Corporation and certain other subsidiaries of GTECH S.p.A. (or NewCo upon completion of the GTECH Merger).
The revolving credit facilities will bear a variable interest rate based on certain credit ratings and are subject to standard covenants and restrictions.
