Shearman And Sterling

News Feb 13, 2015

Shearman & Sterling Represents Initial Purchasers on $5.2 Billion Bond Financing in Connection with GTECH S.p.A’s Acquisition of International Game Technology, Inc.

Shearman & Sterling represented Credit Suisse Securities (USA) LLC, Barclays Bank PLC and Citigroup Global Markets Limited as representatives of the several initial purchasers in connection with GTECH’s offering of $5.2 billion (equivalent) of temporary senior secured notes, comprising: $600 million aggregate principal amount of 5.625% senior secured notes due 2020, $1,500 million aggregate principal amount of 6.250% senior secured notes due 2022, $1,100 million aggregate principal amount of 6.500% senior secured notes due 2025, €700 million aggregate principal amount of 4.125% senior secured notes due 2020 and €850 million aggregate principal amount of 4.750% senior secured notes due 2023.

GTECH will use the proceeds from the offering to fund the acquisition of International Game Technology. The offering was conducted through a special purpose vehicle issuer, Cleopatra Finance Limited, which placed the proceeds from the offering into escrow, pending the consummation of the acquisition. In connection with the acquisition, GTECH will merge with and into Georgia Worldwide PLC and the ordinary shares of Georgia Worldwide PLC, will be listed on the New York Stock Exchange. On completion of the mergers, the temporary notes will be automatically exchanged for permanent notes to be issued by Georgia Worldwide PLC.

GTECH is a leading commercial operator and provider of technology in the regulated worldwide gaming markets. International Game Technology is a global gaming company specializing in the design, manufacture, and marketing of electronic gaming equipment and systems products.

The Shearman & Sterling team of lawyers in the firm’s London, Milan, Rome and Washington, DC offices included London capital markets partner Apostolos Gkoutzinis, counsel Marwa Elborai, associates Melanie Probst, Ana Grbec, Rainer Adlhart and Saif Alaqili, and legal assistants Francesca Minoretti, and Judith Smit-Haffmans; London finance partners Caroline Leeds Ruby and James Duncan, associates Shane Burke and Igor Stermsek and trainee Charlotte Hawkins; and Milan corporate partner Fabio Fauceglia, counsel Tommaso Tosi and Valerio Fontanesi, associates Vieri Parigi, Giovanni Bruno, Gaetano Petroni, and Rossana Bellina and trainee Nicolò Antonio Miglio. The team was assisted by trainees Michael Skouras, Brook Geremew, Camilla Di Matteo and Carolina Pisanò. Partner Kristen Garry and associate Judy Fisher advised on the US tax aspects of the transaction, and counsel Simon Letherman and associate Melanie Gendy advised on the English tax aspects.