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Lottomatica Bid $4.8 Billion in Italy's Largest-Ever US Deal
10 Jan 2006
Clifford Atkins, Michael S. Bosco, Robert Ellison, Domenico Fanuele, George Karafotias, Joel S. Klaperman

In Italy’s biggest-ever deal in the United States,  Rome-based Lottomatica, which runs the Italian "Lotto," one of the largest lotteries in the world, has agreed to acquire US-based Gtech Holdings Corp., the world’s largest online lottery operation, for $4.8 billion.   In addition to $484.5 million to be paid in cash, the acquisition will be financed three separate financing transactions arranged or underwritten by Credit Suisse Group and Goldman, Sachs & Co:

  • €1.4 billion rights offering extended to Lottomatica's shareholders, including QIBs in the United States
  • €750 million offering by Lottomatica of Interest-Deferrable Step-Up Capital Securities (also known as "hybrid" debt)
  • $2.3 billion Senior Credit Facility extended to Lottomatica's US acquisition subsidiary

Shearman & Sterling is representing Credit Suisse Group and Goldman, Sachs & Co. , as UK, US and Italian underwriters' counsel on the rights offering and the hybrid debt offering; UK and US counsel to the lenders on the bank debt; and US M&A counsel to the financial advisor.

The merger will create one of the world's leading gaming solutions providers, which is expected to operate in more than 50 countries.  In addition to being Italy’s largest US transaction ever, this acquisition is the largest European bid in the United States this year after BASF AG’s $4.9 offer for Engelhard Corp.

The Shearman & Sterling legal team included partners Clifford Atkins (LO-BF), Michael Bosco (RO-CM), Robert Ellison (RO-CM), Domenico Fanuele (RO-CM), George Karafotias (LO-MA), Joel Klaperman (NY-CM), Kenneth MacRitchie (LO-PDF) and Bernie Pistillo (LO-TX) and associates Jordan  Altman (NY-IP), Virginia Boyd (NY-IP), Colin Chang (NY-CM), Giampaolo Corea (RO-CM), Cristian d'Amelj (RO-CM),  Fabio Fauceglia (RO-CM), Claire Horgan (NY-CM), Leanne Ingledew (LO-TX), Jennie Ingram (NY-CM), So-Eun Lee (NY-CM), Mei Lian (RO-CM), Rebecca Marques (NY-CM), Peter Psiachos (NY-TX), Benoit Quarmby (NY-LT), Marco Ramondino (RO-CM),Gabriele Sabato (RO-CM), Serena Scarabotti (RO-CM), Heather A Schoen (NY-PR),  Romica Singh (NY-ECEB), Dorman Tong(NY-CM)and Rowena van de Grampel (LO-PDF).