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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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Introducing Rhythm of Resistance: A Fresh Rhythm Metroidvania Where Your Playlist Is Your Weapon
Drenched in Darkwave: Innovative 2.5D Rhythm Based Metroidvania – Fueled by Forbidden Music and Gothic Soundscapes.
NetherMoon Game Studio, a small independent development studio based in Karlstad, Sweden, unveiled today Rhythm of Resistance, a shadow-draped adventure that fuses the somber tones of gothic and darkwave music with atmospheric Metroidvania exploration, creating an unforgettable game experience unlike anything you’ve seen, or heard, before.
Proudly tipped to be the world’s very first Rhythm Metroidvania, Rhythm of Resistance places explorers in the role of Aria, a hero fighting for survival in a dystopian future where music is forbidden, joy outlawed, and the skies hang heavy with cloying silence. The world is ruled by shadow and steel, until Aria discovers a relic of the old world – a cracked cassette player pulsing with forbidden power. This ancient music player unlocks a host of mysterious abilities, and allows her to navigate through labyrinthine dungeons, spectral foes, and traps as cruel as they are cursed. Each corridor hums with a forgotten melody, each enemy a sentinel of silence.
In Rhythm of Resistance, music is your key to success. As your adventure progresses, Aria discovers dusty cassettes hidden in the ruined world and expands her music library, unlocking more than 20 unique tracks, each holding the key to progression and altering the gameplay, unlocking different stats and abilities. Choose your playlist with care, in Rhythm of Resistance, your chosen beats can be your saviour or your downfall, with each track dynamically changing your surroundings, working at a different tempo to increase or devastate your chances of survival. Players will enjoy full freedom to choose the haunting songs, and will watch as the entire world around them reacts to their choices.
Expected to release in 2026 on Steam, Rhythm of Resistance offers a host of unique gameplay features, the first and only Metroidvania adventure where your playlist is your weapon! With music controlling your destiny, playlists can not only alter your surroundings, but alter enemy behaviour, reveal hidden paths, and solve the most fiendish of musical puzzles.
Music is a key factor in the title, with two early band announcements being Swedish goth sensation ABU NEIN, who took the darkwave world by storm with the release of their debut album “Secular Psalms” in 2020, and Underground Fire, a Swedish gothic rock band formed in 2015 by the aptly named Rob Coffinshaker in 2015. More musicians will be announced as the game’s development progresses, but you can be sure that they will delight any fans of the genre.
Joel Fjällsby, Founder & Creative Director at Nethermoon Game Studio commented, “I wanted the music to be real songs with lyrics and everything. Like an old track you could actually find on a forgotten cassette tape. With this in mind, I reached out to bands that felt like a great fit—and everyone so far has fallen in love with the project.”
Get your groove on and feel the beat to attack, parry, dodge, and unleash powerful abilities, all in perfect sync to your soundtrack. Be on the lookout for spare parts to upgrade your music player and unlock new powers as you traverse a vast, haunted landscape of crumbling cathedrals, rust-choked catacombs, and decaying factories echoing with the whispers of lost, solemn songs as players guide Aria to uncover clues of a long-forgotten past.
Rhythm of Resistance Feature Highlights:
- World’s first rhythm based Metroidvania where every beat defies the void, and your playlist is your weapon!
- Wield the force of music to unlock exciting features and abilities.
- Discover 20+ forbidden cassette tapes,each one distorting reality in strange and surprising ways while dynamically changing your game experience
- Choose your tracks wisely to alter enemy behaviour, reveal hidden paths, and solve musical puzzles.
- Stay on the beat to stay alive! Attack, parry, dodge, and unleash powerful abilities in sync with the dark pulse of your chosen song.
- Traverse a vast interlinked world of cathedrals, catacombs and factories to uncover clues of a long-forgotten past.
- Collect spare parts to upgrade your music player and unlock new abilities.
- Featuring a haunting gothic darkwave soundtrack from a range of underground artists.
Joel Fjällsby, Founder & Creative Director at NetherMoon Game Studio commented, “I’ve always been drawn to dark music, dystopian worlds, and of course Metroidvanias—so this project is the perfect fusion of everything I love. Honestly, I’m surprised no one’s made a game like this before. It’s a massive undertaking, especially for a new studio, but I love every hour of it. Seeing this dark, mysterious world come alive is incredibly rewarding.”
Rhythm of Resistance – Every beat, a rebellion. Every song, a revolution.
To find out more about Rhythm of Resistance and to Wishlist, please visit the Steam page here: store.steampowered.com/app/3269550/Rhythm_of_Resistance/
Find out more about the team on the Nethermoon website: nethermoon.com
Stay up to date with all the latest news by following NetherMoon Game Studio on social media: YouTube, Instagram, Facebook, TikTok, X, LinkedIn
The post Introducing Rhythm of Resistance: A Fresh Rhythm Metroidvania Where Your Playlist Is Your Weapon appeared first on European Gaming Industry News.
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Aristocrat Interactive Delivers New Player-Centric Experience to Cliff Castle Casino Hotel Through Mobile and Cashless Systems
Cliff Castle Casino Hotel Expands Long-Standing Relationship with Aristocrat Interactive Through New Products & Solutions
Aristocrat Interactive™ announced today the roll out of new player-centric solutions to Cliff Castle Casino Hotel, located in Camp Verde, Arizona, as part of a recent deal under its Gaming Systems division.
Already an Oasis™ customer for over 20 years, as part of the deal signed in December, Cliff Castle Casino Hotel will be adding Aristocrat Interactive’s player mobile app, PlayerMax™, as well as its Mobile nCompass™ cardless solution, ONE LINK progressive management solution and Oasis Loyalty™ suite of products, all rolling out over the course of the summer.
“Cliff Castle Casino Hotel has been a valued customer of Oasis™, our comprehensive casino management system, for over two decades now,” said Kristen Jones, VP of Sales of Aristocrat Interactive Gaming Systems. “We take great pride in being a trusted provider of products that support casino operations, while also keeping the player experience top of mind.”
These additional products will enable Cliff Castle Casino Hotel to push real-time progressive data to marquee video displays and electronic gaming machines (EGM) on the floor through ONE LINK. Separately, the Oasis Loyalty™ suite of products, will allow for advanced campaign management and enterprise-wide tier management – ultimately, leading to operation efficiencies and strengthened player retention.
Through PlayerMax™, Cliff Castle Casino Hotel patrons will benefit from access to a blend of immersive options, engaging features like live progressive jackpots, exciting rewards and personalized offers to stay informed through timely, location-based communications.
Players will also be able to “card-in” via their mobile device, enabling them to play an EGM without having to insert a physical players’ card.
“Aristocrat Interactive has been instrumental in our ability to provide our players with a personalized and entertaining casino experience,” said Paul Hamm, Director of Gaming for Cliff Castle Casino Hotel. “We’re confident that the addition of these products will continue to elevate the player experience and show the value we bring to players, reinforcing Cliff Castle Casino Hotel as a premier gaming destination.”
The post Aristocrat Interactive Delivers New Player-Centric Experience to Cliff Castle Casino Hotel Through Mobile and Cashless Systems appeared first on European Gaming Industry News.
Zimpler, a leading Swedish company in Pay-by-bank solutions, today announced the launch of Zimpler ID+, a new identity layer designed to simplify compliance and accelerate user conversion within digital payment environments. By embedding biometric identification and regulatory checks directly into the first user interaction, Zimpler ID+ reduces friction in sectors with complex onboarding requirements.
“Zimpler ID+ gives our partners a direct path to compliance and conversion – cutting onboarding time, reducing drop-offs, and removing the need to build identity infrastructure in-house,” said Tobias Gunnesson, Chief Product Officer at Zimpler.
“While most verification flows still rely solely on deposit-based triggers or cookie tracking, we’re the first to enable verification at the point of entry – meeting compliance head-on and delivering a better user experience from the start.”
Purpose-built for highly regulated digital environments
Zimpler ID+ serves industries where compliance is critical and abandonment rates are costly, such as iGaming and financial services. It ensures users are verified from the start, without requiring deposits or post-registration identity checks.
Key features include:
- Quick onboarding: Verification and collection of KYC data takes place at the first point of contact, not only at the point of payment
- Seamless return user experience: Returning users can identify with biometric technology and are recognized with the help of cookies
- Works even without cookies: If cookies are unavailable, the user can easily identify themselves using a passkey
- Built-in compliance: Regulatory assurance at every step of the customer journey
By functioning as a unified identity layer from sign-up through repeat visits, Zimpler ID+ helps businesses minimize onboarding churn and maximize regulatory confidence.
Solving identification friction at scale
The launch of Zimpler ID+ comes as businesses across Europe face rising pressure to improve digital onboarding while maintaining regulatory standards. National ID systems remain foundational – but they weren’t built to optimize every business touchpoint.
Zimpler ID+ complements these systems by offering operators a plug-in layer of biometric identification and gathering of KYC information tailored to business needs. It removes the need for deposit triggers, repeated logins, or re-verification after a device change.
“With Zimpler ID+, we’re introducing a flexible approach that gives businesses more control over identity flows – without compromising security or relying solely on external systems” said Gunnesson.
Product availability
Zimpler ID+ is now available as a value-added service to select partners in Finland, with more markets to be added in the future.
By embedding advanced onboarding capabilities directly into its existing infrastructure, Zimpler expects ID+ to strengthen customer retention and enhance platform value across regulated sectors for years to come.
The post Zimpler introduces ID+: A next-gen identification layer for digital payments appeared first on European Gaming Industry News.
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