Casino equipment maker International Game Technology (IGT) is offering holders of its principal notes – amounting in aggregate to US$1.3 billion – cash fees if they consent to certain changes of conditions following the firm’s plan to merge with Italy-based lottery specialist GTech SpA.
The changes are: allowing the merger of two firms to be excluded from the definition of ‘change of control’; and after the merger, applying the definition of ‘change of control’ to the post merger parent of IGT, and permitting the post merger holding company to provide the financial reports currently provided by IGT.
IGT said that regardless of whether note holders approve the amendments, all three series of its notes will be unconditionally guaranteed by the new holding company post merger on a ‘pari passu’ (equal footing) basis.
GTech is acquiring Nevada, U.S.-based IGT for US$6.4 billion, comprised of US$4.7 billion in cash and stock, and the assumption of US$1.7 billion in net debt.
The transaction is due to be completed in the first half of 2015, although in late September IGT said the agreement had been amended “with the overall intent of improving the timing and certainty of completion of the transaction in the interests of both companies and their shareholders”.
GTech meanwhile called an extraordinary shareholders’ meeting for November 4 to approve the cross-border merger of GTech into U.K.-based Georgia Worldwide Plc. The merger is part of the acquisition deal of IGT, which will also be merged into Georgia Worldwide. GTech last week announced a share repurchase programme for up to 9.5 percent of its capital.
