Washington, D.C. 20549
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Credit Agreement
On February 28, 2022, Scientific Games Corporation (the “Company”) entered into Amendment No. 9 to that certain Credit Agreement, dated as of October
18, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, including without limitation, by that certain Amendment No. 1, dated as of October 1, 2014, Amendment No. 2, dated as of February 14, 2017, Amendment
No. 3, dated as of August 14, 2017, Amendment No. 4, dated as of February 14, 2018, Amendment No. 5, dated as of November 20, 2019, Amendment No. 6, dated as of May 8, 2020, Amendment No. 7, dated October 8, 2020, and Amendment No. 8, dated July
28, 2021, the “Credit Agreement”), by and among the Company, Scientific Games International, Inc., a wholly-owned subsidiary of the Company, the several banks and other financial institutions or entities from time to time party thereto and Bank of
America, N.A., as administrative agent, collateral agent, issuing lender and swingline lender (such amendment, “Amendment No. 9”).
The requisite lenders under the Company’s revolving credit facility have previously amended, among other things, the consolidated net first lien
leverage ratio covenant in the Credit Agreement to implement a financial covenant relief period and impose additional restrictions on investments (the “Covenant Relief Period”). Amendment No. 9 adds a carve-out from the Covenant Relief Period to
permit the Company to make restricted payments in an amount not to exceed $150.0 million to repurchase certain capital stock so long as it complies with certain minimum liquidity levels on a pro forma basis.
The foregoing description of the Credit Agreement, as amended by Amendment No. 9, does not purport to be complete and is qualified in its entirety by
the full text of Amendment No. 9, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 8.01. Other Events.
Company Re-branding and Ticker Symbol Change
On March 1, 2022, the Company announced its intention to formally change its name to Light & Wonder, Inc. and that it would immediately begin doing
business as “Light & Wonder.” The legal name “Scientific Games Corporation” is expected to be legally changed to “Light & Wonder, Inc.” during the second quarter of 2022, upon satisfying all applicable legal requirements in the state of
Nevada, where the Company is incorporated.
In connection therewith, the ticker symbol for the Company’s common stock will be changed from SGMS to LNW, effective upon the legal change of the
Company’s name. The Company’s common stock will continue to be listed on The NASDAQ Stock Market. No action is required by existing stockholders with respect to the planned name and ticker symbol changes.
A copy of the press release relating to the re-branding announcement is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Share Repurchase Program
On February 25, 2022, the Company’s Board of Directors approved a share repurchase program under which the Company is authorized to repurchase, from
time to time through February 25, 2025, up to an aggregate amount of $750 million of its outstanding common stock. Repurchases may be effected at the discretion of the Transaction Committee of the Board of Directors through one or more open market
transactions, privately negotiated transactions, accelerated share repurchases, issuer tender offers or other derivative contracts or instruments, or a combination of the foregoing. The share repurchase program may be suspended or discontinued at
any time.
Forward-Looking Statements
In this current report, the Company makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as “will,” “may,” “expect,” “intended,” “forecast,” and “should.” These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of
timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of
risks, uncertainties and other factors, including those factors described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and
annual reports on Form 10-K, including the forthcoming annual report to be filed with the SEC on March 1, 2022 (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they
are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or
otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Amendment No. 9, dated as of February
28, 2022, among Scientific Games International, Inc., as the borrower, Scientific Games Corporation, as a guarantor, the several banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A.,
as administrative agent, collateral agent, issuing lender and swingline lender, which amended and restated the Credit Agreement, dated as of October 18, 2013 (as amended, supplemented, amended and restated or otherwise modified from time
to time, including without limitation, by that certain Amendment No. 1, dated as of October 1, 2014, Amendment No. 2, dated as of February 14, 2017, Amendment No. 3, dated as of August 14, 2017, Amendment No. 4, dated as of February 14,
2018, Amendment No. 5, dated as of November 20, 2019, Amendment No. 6, dated as of May 8, 2020, Amendment No. 7, dated as of October 8, 2020, and Amendment No. 8, dated July 28, 2021).
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 1, 2022
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SCIENTIFIC GAMES CORPORATION
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By:
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/s/ Constance P. James
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Name: |
Constance P. James
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Title: |
Executive Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary
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