Scientific Games 8-K 2007
Pursuant to Section 13 or 15(d)
Date of Report (Date of earliest event reported) January 25, 2007
SCIENTIFIC GAMES CORPORATION
750 Lexington Avenue, New York, New York 10022
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 25, 2007, Scientific Games Corporation (the Company) entered into an Amendment and Restatement Agreement, dated as of January 24, 2007 (the Amendment and Restatement Agreement), to amend the Companys existing Credit Agreement, dated as of December 23, 2004, as most recently amended and restated as of July 7, 2006 (the Existing Credit Agreement), among the Company, as Borrower, the several lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
The amendment provides for a new $200 million senior secured Tranche E Term Loan, as well as certain modifications to the Existing Credit Agreement governing the Companys existing revolving credit facility and Tranche C Term Loan and Tranche D Term Loan (the Tranche C Term Loan, the Tranche D Term Loan, the Tranche E Term Loan and the revolving credit facility under the Existing Credit Agreement, as amended and restated as of January 24, 2007, collectively referred to as the Amended and Restated Credit Agreement). The proceeds of the Tranche E Term Loan are to be used to repay loans outstanding under the revolving credit facility and for general corporate purposes. Amounts borrowed under the revolving credit facility may be borrowed, repaid and reborrowed by the Company from time to time until maturity. The Amended and Restated Credit Agreement will terminate on December 23, 2009. Voluntary prepayments and commitment reductions under the Amended and Restated Credit Agreement are permitted at any time without fee upon proper notice and subject to minimum dollar requirements.
At the Companys option, borrowings under the Amended and Restated Credit Agreement are based on either LIBOR or the higher of (i) the prime rate of JPMorgan Chase Bank, N.A. or (ii) the Federal Funds Effective Rate plus 0.50%. The interest rates under the Amended and Restated Credit Agreement vary pursuant to a pricing grid depending upon the Companys consolidated leverage ratio. The interest rate with respect to the revolving credit facility varies from 125 basis points to 225 basis points above LIBOR, for eurocurrency loans, and 25 basis points to 125 basis points above the higher of (i) the prime rate or (ii) the Federal Funds Effective Rate plus 0.50%, for base rate loans. The interest rate with respect to the Tranche C Term Loan, the Tranche D Term Loan and the new Tranche E Term Loan varies from 75 basis points to 175 basis points above LIBOR, for eurocurrency loans, and from zero basis points to 75 basis points above the higher of (i) the prime rate or (ii) the Federal Funds Effective Rate plus 0.50%, for base rate loans. During the term of the Amended and Restated Credit Agreement, the Company will pay its lenders a fee equal to the product of 0.50% per annum and the unused portion of the revolving credit facility. The initial interest rate applicable to the Tranche E Term Loan is LIBOR plus 150 basis points or the higher of (i) the prime rate of JPMorgan Chase Bank, N.A. or (ii) the Federal Funds Effective Rate plus 0.50%, plus 50 basis points. In future periods, the interest rate applicable to the Tranche E Term Loan, and each of the other facilities, will be determined pursuant to the pricing grid upon the Companys delivery of its quarterly financial reports.
The Company and its wholly-owned domestic subsidiaries have previously granted a security interest in certain collateral and the Companys wholly-owned domestic subsidiaries have provided an unconditional guarantee with respect to the full and punctual payment of the Companys obligations under the Existing Credit Agreement as set forth in the Guarantee and Collateral Agreement, dated as of December 23, 2004, which have been reaffirmed by the Company and its wholly-owned domestic subsidiaries as of January 24, 2007 in connection with the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement contains affirmative and negative covenants believed customary for financings of this type, including covenants that, among other things, limit the Companys ability, and the ability of certain of the Companys subsidiaries, to incur additional indebtedness, pay dividends or make distributions or certain other restricted payments, purchase or redeem capital stock, make investments or extend credit, engage in certain transactions with affiliates, engage in sale-leaseback transactions, consummate certain asset sales, effect a consolidation or merger, sell, transfer, lease, or otherwise depose of all or substantially all assets, or create certain liens and other encumbrances on assets. Additionally, the Amended and Restated Credit Agreement contains financial covenants that limit the ratio of total debt to earnings before interest, income taxes, depreciation, and amortization, as defined (EBITDA), limit the ratio of senior debt to EBITDA and require a minimum ratio of EBITDA to interest expense. The amendment modified the total debt ratio financial covenant by permitting that ratio to increase to 4.30 beginning the first quarter of 2007, decline to 4.25 beginning the third quarter of 2007, decline to 4.00 beginning the fourth quarter of 2007, decline to 3.85 beginning the fourth quarter of 2008, and decline to 3.75 beginning the fourth quarter of 2009. The amendment also increased the amount permitted for stock repurchases from $50 million to $200 million. The amendment also modified certain other provisions of the Existing Credit Agreement. The Amended and Restated Credit Agreement contains events of default believed customary for facilities of this type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, the interest rate on all outstanding obligations will be increased and payment of all outstanding loans may be accelerated and/or the
lenders commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Amended and Restated Credit Agreement shall automatically become immediately due and payable, and the lenders commitments will automatically terminate.
The foregoing does not constitute a complete summary of the terms of the Amendment and Restatement Agreement and the Amended and Restated Credit Agreement, which are attached hereto as Exhibit 10.1. The descriptions of the terms of the Amendment and Restatement Agreement and the Amended and Restated Credit Agreement are qualified in their entirety by reference to such exhibit.
In December 2004, in connection with the Companys issuance of $275 million aggregate principal amount of 0.75% Convertible Senior Subordinated Debentures due 2024 (the Debentures) and in order to reduce the potential dilution upon conversion of the Debentures, the Company entered into convertible bond hedge and warrant option transactions with JPMorgan Chase Bank, N.A. and Bear Stearns International Limited, which are parties to, or affiliates of certain parties to, the Amendment and Restatement Agreement and the Amended and Restated Credit Agreement. Additional information regarding such transactions was previously disclosed in Item 3.02 of the Companys Form 8-K filed with the Securities and Exchange Commission on December 30, 2004, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
INDEX TO EXHIBITS