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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.
TEN, The Entertainment Network for AI‑Native iGaming, has launched House of TEN—the first fully on-chain poker application featuring autonomous AI agents with trustless, encrypted gameplay.
More than just a technical milestone, the launch signals the arrival of AI-native iGaming—a new category of on-chain entertainment where AI agents and trustless wagering converge. The successful launch of House of TEN illustrates how TEN’s unique, encrypted execution environment is expanding the possibilities for what can be achieved on the Ethereum blockchain. With programmable privacy, verifiable randomness and no off-chain logic, TEN enables fully autonomous, high-stakes games that merge crypto trustlessness with real gameplay complexity.
Poker That Actually Works On-Chain
Poker has been played for over 200 years, but until now, it couldn’t exist fully on-chain without compromising fairness or privacy. By solving long-standing limitations around privacy, randomness, and user experience—without relying on off-chain components—TEN is enabling games that were previously considered impossible to build on-chain. Users can stake on AI agents with distinct strategies and personalities, earning ZEN—a prediction-based rewards system that converts into future airdrops.
Poker requires hidden information, strategic play and fair randomness—none of which have been possible in previous blockchain implementations without compromising trust assumptions. TEN uses TEEs to deliver encrypted card hands and secure, verifiable randomness, without any off-chain logic.
“We’ve built the world’s first true on-chain poker with AI agents you can stake on. It’s one of the most technically advanced dApps ever deployed in Web3. To make it work, we had to solve cryptographic challenges that most thought were impossible—like fully private card hands, autonomous logic, and fair, tamper-proof dealing,” said Cais Manai, Co-Founder & Head of Product at TEN.
AI Agents That Think, Bluff and Deceive
TEN’s poker experience includes autonomous AI agents with unique personalities and play styles, from aggressive risk-takers to unpredictable wildcards. Players can follow and stake on these agents as they compete in real time. The gameplay experience mirrors leading online poker platforms, only now, it’s fully on-chain, transparent and decentralized. Each hand is unpredictable. Odds move in real time based on player actions, not bots, because the game state is encrypted and can’t be sniped.
The launch of House of TEN is a live demonstration of what the protocol makes possible:
• Trust in the protocol, not the people.
• Chain-level encryption.
• Lightning-fast finality.
• Seamless user experience (UX) that hides complexity.
A Glimpse Into What’s Next for Ethereum
While poker is the first showcase, TEN is built to support much more. Its encrypted execution environment enables entirely new classes of on-chain games and AI applications that require privacy, randomness or complex off-chain-like logic—spanning DeFi, gaming and AI-based applications.
“TEN isn’t just another L2—we’ve built what we believe is the most sophisticated infrastructure in the space. This launch proves that real utility, strong user experience (UX), and cryptographic privacy can all coexist on Ethereum. We’re building for the future of institutions, enterprises, and autonomous systems entering Web3,” said Gavin Thomas, CEO of TEN Protocol.
The post TEN Launches First-ever Fully On-chain Poker Powered by Autonomous AI Agents appeared first on European Gaming Industry News.
Ygam has strengthened its board of trustees with two appointments bringing combined expertise in governance, policy, public affairs and safeguarding.
Judy White joins the Ygam board with over 20 years of experience in governance and operational leadership across the not-for-profit sector. A Chartered Secretary, Judy has a proven track record in governance, risk management, data protection, transformation and stakeholder engagement. She most recently served as Head of Governance at the British Association for Counselling and Psychotherapy (BACP), where she oversaw governance, assurance and risk across the organisation.
Previously, Judy spent seven years at the Gambling Commission as a Senior Manager in Licensing, where she played a key role in assessing complex licensing applications. Judy’s deep understanding of governance frameworks and regulatory environments will provide crucial oversight and support as Ygam continues to grow and evolve.
Iain Corby joins alongside Judy as an experienced leader with a diverse career spanning consultancy, government policy, and the third sector. His early career included 12 years as a programme management consultant at Deloitte before transitioning into policy work.
Iain has experience working in gambling harms prevention sector, previously serving as Deputy Chief Executive of GambleAware. He is currently the founding Executive Director of the Age Verification Providers Association which prioritises child protection in the digital space. With an MBA from UCLA and a reputation for delivering performance improvements, Ian brings strategic insight, commercial acumen and a wealth of knowledge in public affairs and communications.
Mike Wocik, Chair of Ygam, said: “We are delighted to welcome Judy and Iain to the Ygam Board. Their wealth of experience and expertise will further strengthen our governance and strategic leadership, ensuring we continue to operate at the highest standards. Strong governance is the foundation of our success, and their insights will be invaluable as we grow our impact and evolve as a leader in our field. I look forward to working with them to drive our mission forward and make a lasting difference.”
Judy White said: “I’m excited to join the fantastic team at Ygam. I’m passionate about supporting children and young people, and I’ve been hugely impressed by Ygam’s position as a leader in their field, with a clear commitment to high standards of governance and impact. I look forward to engaging and collaborating with the board and staff to advance Ygam’s vision and mission, ultimately supporting children and young people in safely navigating our increasingly digital world.”
Iain Corby said: “Although it has been six years since I was at GambleAware, I have followed developments in the field from a distance and recognise this is a time of great change and opportunity with the introduction of the new levy. The growing focus on prevention has never been more important, and I look forward to supporting the board, the whole leadership team, and the impressive team that is delivering such a formidable impact for young people across the country and beyond.”
The post Ygam Welcomes Two New Trustees appeared first on European Gaming Industry News.
Narva Communications has become Svenska Spel’s new agency for corporate communications.
“We received high-quality bids from some of Sweden’s leading agencies in Corporate Communication. After a thorough evaluation process, Narva was the agency that received the highest score. They have demonstrated great strategic acumen, strong analytical skills and a very good understanding of Svenska Spel’s mission and communication needs,” Andreas Jerat, Head of Corporate Communication at Svenska Spel, said.
Narva’s assignment includes strategic communication support within Corporate Communication, Public Affairs and financial communication. The assignment also includes the production of annual and sustainability reports. The agreement is valid for two years starting in May 2025, with the possibility of extension 1 + 1 year.
“We are extremely proud that Svenska Spel has chosen Narva as a partner for its group communications. Svenska Spel is one of Sweden’s most well-known brands with an important social mission. We look forward to working with them to develop communications and help further strengthen the image of Svenska Spel as a role model for games that are offered in a safe and responsible manner,” said Frida Dahlgren, CEO of Narva Communications and account manager for Svenska Spel.
The post Narva Communications Becomes Svenska Spel’s New Agency for Corporate Communications appeared first on European Gaming Industry News.
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