GTECH S.p.A. (“GTECH”) today announced the successful pricing of a series of senior secured notes denominated in U.S. dollars ($3.2 billion) and euros (€1.6 billion) equivalent in aggregate to approximately $5.0 billion calculated at yesterday’s exchange rate, subject to customary closing conditions, as part of its financing for the acquisition of International Game Technology (NYSE: IGT) (“IGT”). The offering was conducted through a special purpose vehicle issuer, Cleopatra Finance Limited, which will place the proceeds from the offering into escrow, pending the consummation of the acquisition of IGT. In connection with the acquisition of IGT, GTECH will merge with and into Georgia Worldwide PLC (“NewCo”) and the ordinary shares of NewCo will be listed on the New York Stock Exchange. At such time, NewCo will become the issuer of the notes and will use the proceeds from the offering to pay the cash component of the merger consideration for the acquisition of IGT and acquisition-related costs and possibly to refinance certain existing indebtedness of GTECH and IGT. Application has been made to list the notes on the Global Exchange Market of the Irish Stock Exchange.
“The debt of the new combined entity will have an average tenor of more than 6 years and no significant maturity before 2018,” said Alberto Fornaro, GTECH Executive Vice President and Chief Financial Officer. “It is the inaugural issuance in the U.S. and the first time we have launched a global deal, very large in size and we were over-subscribed. Overall, this is another important step toward the close of the IGT transaction.”