GGRAsia – Sci Games files exec protection plan in case of takeover

Sci Games files exec protection plan in case of takeover

Aug 26, 2020 Newsdesk Industry Talk, Latest News, Top of the deck, World

Casino equipment and lottery services provider Scientific Games Corp filed notice on Tuesday of a “change-in-control protection plan” offering some financial guarantees to current c-level executives, including chief executive Barry Cottle, and Matt Wilson, executive vice president and group chief executive for gaming. The plan was in case of there being – in effect – a takeover of the group.

The filing to Nasdaq defined change of control as a third-party, “excluding MacAndrews & Forbes Inc and its affiliates”, acquiring “at least 30 percent of the company’s common stock”.

Elsewhere in the document, it said current shareholder and chairman Ronald Perelman was also considered as outside the scope of the definition “third-party”.

A July 15 filing by Scientific Games said Mr Perelman was considering a possible sale of his entire stake in the firm. As of that date he held – via direct and indirect holdings, including through MacAndrews & Forbes Inc – nearly 39 percent Scientific Games’ common shares.

In September last year, Mr Perelman had spent nearly US$4.54 million to acquire an extra 200,000 shares in the company, according to separate filings with the U.S. Securities and Exchange Commission. A first tranche of 100,000 shares had been priced at an average of US$22.41 per share. The second tranche was acquired at an average of US$22.98 apiece.

At the close of Tuesday trading, the stock was priced at US$19.90, according to Bloomberg data, having fallen as low as US$4.09 on March 18, amid the Covid-19 pandemic. The latter has affected earnings for bricks-and-mortar casino businesses and their suppliers, although Scientific Games also has a significant presence in the online gaming sector.

Tuesday’s filing by Scientific Games stated the change of control plan had provisions that in the event an executive’s employment was terminated – either without cause by the company, or by the executive for good reason – within 18 months following a change in control, the executive would be “entitled to cash severance payments equal to the sum of his base salary and severance bonus amount, multiplied by two in the case of Messrs Cottle and Wilson, and [multiplied by] one-and-a-half, in the case of the other executives”. The plan covers six senior-level executives at the company.

Scientific Games said in July that its second-quarter net loss had widened to US$203 million, from US$77 million a year earlier. The company said the quarterly results had been “negatively impacted” by the Covid-19 disruptions.