International Game Technology PLC has been advised that its majority shareholder, De Agostini S.p.A. , has entered into a variable forward transaction with Credit Suisse International relating to 18,000,000 IGT ordinary shares.
IGT has also been advised that, to hedge the exposure under the forward transaction, Credit Suisse or its affiliates have borrowed 13,200,000 IGT ordinary shares from third-party stock lenders and sold such IGT ordinary shares at a price of $28.25 per ordinary share in an underwritten public offering through Credit Suisse Securities (USA) LLC, acting as the underwriter.
IGT is not a party to the forward transaction and is not issuing or selling any IGT ordinary shares in connection with the process. As such, the company will not receive any proceeds from the sale of the IGT ordinary shares arising from the transactinon. There is no impact to IGT’s income statement, balance sheet, cash flows, share count, or dividends as a result of the Forward Transaction.
In a statement, the company said: “IGT has also been advised that Credit Suisse or its affiliates will borrow an additional, approximately 4,800,000 IGT ordinary shares from third-party stock lenders and that Credit Suisse or its affiliates expect to sell these additional IGT ordinary shares, from time to time after the public offering, in block sales, on the NYSE, in the over-the-counter market or in negotiated transactions.
“These additional IGT ordinary shares are not included in the public offering described above. IGT has been advised by Credit Suisse that it expects that, over the period during which it sells these additional IGT ordinary shares, Credit Suisse or its affiliates will purchase an approximately equal number of IGT ordinary shares in the open market.
“This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.”
The shares are being offered pursuant to an automatically effective shelf registration statement (including a base prospectus) that has been filed by IGT with the U.S. Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC on May 21, 2018. The final prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC website at www.sec.gov.
The offering is being made only by means of a prospectus supplement and accompanying base prospectus, copies of which may be obtained from: Credit Suisse Prospectus Department, One Madison Avenue, New York, NY 10010, or by calling 1-800-221-1037, or by emailing [email protected].