22
Apr

Light & Wonder Announces Successful Completion of Debt Refinancing Transactions, Delivering on Promise to Transform the Balance Sheet

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Scientific Games Corporation, doing business as Light & Wonder, (NASDAQ: SGMS) (“Light & Wonder” or the “Company”) today announced it achieved a major milestone in transforming and deleveraging its balance sheet. The Company retired its existing $4.0 billion term loan and redeemed $3.0 billion of its secured and unsecured notes using proceeds from the divestiture of the Lottery Business and a new $2.2 billion term loan facility. In conjunction with the new term loan, the Company also entered into a new $750 million revolving credit facility.

These actions reflect successful execution of Light & Wonder’s balanced and opportunistic approach to capital allocation which prioritizes:

  • Priority #1: Debt reduction to a target net debt leverage ratio range2 of 2.5x to 3.5x, with today’s announced actions representing significant progress on this priority, reducing the principal amount of debt outstanding by $4.8 billion. The Company estimates an annualized cash interest savings of $225.0 million as a result of these actions. In addition, the covenant-light nature of the new term loan facility provides Light & Wonder with the flexibility to execute on its capital allocation priorities. Taking the refinancing transactions into account, combined with the previously announced sale of our Lottery Business, the Company’s adjusted net debt reflecting refinancing transactions and the Lottery Business sale 2 and adjusted net debt leverage ratio reflecting refinancing transactions and the Lottery Business sale2 as of December 31, 2021 would have been approximately $3.2 billion and 3.9x, compared to $8.2 billion and 6.2x reported as of December 31,2021, respectively.
  • Priority #2: Share buy-backs to return substantial capital to shareholders now and in the future, with the Company continuing to actively repurchase shares under its $750 million share repurchase authorization.
  • Priority #3: Disciplined investment in key growth opportunities, prioritizing using capital for buy-backs, debt reduction and organic investments unless M&A delivers greater long-term value

“With the sale of our Lottery Business we are making rapid progress executing on our strategy to transform our business,” said Light & Wonder Chief Executive Officer Barry Cottle. “We see tremendous opportunity to create value for our shareholders and other stakeholders by building great games and franchises to entertain our players wherever and whenever they want to play. The steps we are taking to strengthen our balance sheet will enhance our ability to create value and the speed at which we can unlock that value and achieve our vision of becoming the leading cross-platform global game company.”

Light & Wonder Chief Financial Officer Connie James added, “The debt reduction and refinancing is yet another monumental milestone in our efforts to strengthen our financial position and advance our capital allocation strategy. We were very pleased with the market’s response to our debt transaction, which allowed us to achieve favorable pricing and improve our credit ratings. This transaction optimizes our capital structure and provides the balance sheet integrity and financial flexibility to invest in future growth. We are strongly positioned to drive tremendous shareholder value.”

Details of the Transaction

The new first lien term loan facility has a principal balance of $2.2 billion maturing in 2029. Loans under the new first lien term loan facility will, at the Company’s option, initially bear interest at either (i) Adjusted Term SOFR Rate (as defined in the credit agreements), plus 3.00% or (ii) a base rate plus 2.00%.

The Company also successfully obtained commitments for a $750.0 million asset-based revolving credit facility maturing in 2027. The new revolving credit facility replaced the Company’s existing $650.0 million revolving credit facility maturing in 2024. Loans under the new revolving facility will, at the Company’s option, initially bear interest at either (i) Adjusted Term SOFR Rate (or an alternative benchmark rate for non-US dollar borrowings), plus 2.00% or (ii) ABR plus 1.00%.

With the addition of the new term loan facility, the Company’s weighted average life of debt increased to approximately 6.4 years. The new credit facility is secured by substantially all assets of the Company and any of its existing or future material domestic subsidiaries, subject tocustomary exceptions.

The proceeds of the new term loan facility, along with a portion of the $5.0 billion of net after-tax cash proceeds of the sale of the Company’s Lottery Business, were used to prepay in full and terminate all commitments under the Company’s existing $4.0 billion term loan facility maturing in 2024; toredeem in full its 5.000% Senior Secured Notes due 2025, 3.375% Senior Secured Euro Notes due 2026, 5.500% Senior

Unsecured Euro Notes due2026, and 8.250% Senior Unsecured Notes due 2026; and to pay accrued and unpaid interest thereon plus any related premiums, fees and expenses. Total principal amount of debt retired or refinanced was $7.0 billion.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

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