Published: November 29, 2023

Lottomatica issues 500 million bonds for the purchase of SKS365

Lottomatica SpA, a joint-stock company established under Italian law (the “Company“) and wholly owned by Lottomatica Group SpA (“Lottomatica Group“), announced today its intention to issue and place bonds for a total aggregate amount of €500.000.000 according to the following combination: (i) senior secured floating rate bonds maturing in 2030 called “Floating Rate Senior Secured Notes due 2030” (the “Floating Rate Notes”) and (ii) additional senior secured notes with a rate of 7,125% maturing in 2028 to be issued pursuant to the indenture of the existing bond called €565 million 7.125% Senior Secured Notes due 2028 (the “Additional Notes” and, together to the Variable Rate Notes, the “Notes“ or the “Notes”) (the “Offering”) which will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The split between the Floating Rate Notes and the Additional Notes will be communicated upon completion of the Offer together with its final terms.

The Company also announces that it has obtained an expansion of the existing revolving financing line for a total aggregate amount of €50.000.000 (the "Increase of the Revolving Financing Line"), subject, in addition to certain standard conditions, to the realization of the acquisition of the entire share capital of SKS365 Malta Holding Limited (the “SKS365 Acquisition”).

The Company expects to deposit the gross proceeds of the Offering, if completed, into escrow accounts and, once released, to use such proceeds together with available cash to (i) finance the SKS365 Acquisition and (ii) pay certain fees, and expenses relating to the SKS365 Acquisition, the Offering (including the use of the proceeds thereof) and the Increase in the Revolving Financing Facility. The release of proceeds from the escrow accounts is contingent on the completion of the SKS365 Acquisition, which is expected to occur in the first half of 2024, subject to customary regulatory and competition approvals.

The Notes are offered only to (i) persons reasonably believed to be qualified institutional investors pursuant to Rule 144A under the Securities Act; and (ii) outside the United States, only to non-US persons pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken over, resold, delivered or otherwise transferred except pursuant to an exemption from the registration requirements of the Securities Act or in any transaction not subject to such requirements.

Subject to the so-called “agreed security principles” and certain limitations under applicable law, the Notes, if issued, will be guaranteed on the date of completion of the SKS365 Acquisition (the “Completion Date”) by collateral on (i) all issued share capital of the Company held by Lottomatica Group and (ii) receivables relating to certain intragroup loans owed by the Company to Lottomatica Group. Subject to the so-called “agreed security principles” and certain limitations established by applicable law, the Bonds, if issued, will also be guaranteed within 20 working days of the Completion Date by (i) material current accounts of the Company, (ii) credits relating to certain material intragroup loans, including the proceeds loan, so-called proceeds loan, due to the Company, (iii) all the issued share capital of GGM SpA held by the Company, (iv) all the issued share capital of GBO SpA held by the Company and (v) with reference only to the Variable Rate Bonds, subject to the collection by GBO SpA of the proceeds of the so-called proceeds loan, all the issued share capital of GBO Italy SpA held by GBO SpA.  share.

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