United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NeoGames S.A.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
L6673X107
(CUSIP Number)
Edmund Quatmann, Jr.
Chief Legal Officer, Executive Vice President and Secretary
100 West Liberty Street, 12th Floor,
Reno, Nevada 89501
(775) 328-0100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. L6673X107 | 13D | Page 2 of 5 pages |
| 1 | Names of Reporting Persons
Caesars Entertainment, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
WC, BK | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
-2,151,310- | ||||
| 8 | Shared Voting Power
-0- | |||||
| 9 | Sole Dispositive Power
-2,151,310- | |||||
| 10 | Shared Dispositive Power
-0- | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
-2,151,310- | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
8.4% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. L6673X107 | 13D | Page 3 of 5 pages |
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (the “Amendment No .1”) relates to the ordinary shares, no par value (the “Ordinary Shares”), of NeoGames S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg (the “Issuer”), having its principal executive offices at 10 Habarzel Street, Tel Aviv, 6971014, Israel, and amends the Schedule 13D originally filed by Caesars Entertainment, Inc., a Delaware corporation (“Caesars”), on August 27, 2021 (the “Original 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original 13D.
This Amendment No. 1 is being filed to reflect the consummation by Caesars of the sale, through a secondary offering (the “Secondary Offering”) of an aggregate of 3,975,947 Ordinary Shares pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated September 13, 2021, by and among the Issuer, Caesars, the other selling shareholders party thereto, and J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as underwriters and representatives of the other underwriters, and amends Items 4 through 7 as set forth below.
Item 4. Purpose of Transaction.
Item 4 is supplementally amended as follows:
On September 16, 2021, Caesars consummated the sale of an aggregate of 3,975,947 Ordinary Shares at $36.00 per share, less underwriting discounts and commissions, through the Secondary Offering pursuant to the Underwriting Agreement (the “Sale”).
Following the Sale, Caesars beneficially own 2,151,310 Ordinary Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a) – (b) As of the date of this Amendment No. 1, Caesars may be deemed to have the following:
(i) Aggregate number of Ordinary Shares beneficially owned: 2,151,310
(ii) Percentage of Ordinary Shares beneficially owned: 8.4% based on 25,520,666 Ordinary Shares outstanding as of August 14, 2021.
(iii) Sole power to vote of direct the vote: 2,151,310
(iv) Shared power to vote or direct the vote: -0-
(v) Sole power to dispose or direct the disposition of: 2,151,310
(vi) Shared power to dispose or direct the disposition of: -0-
To the knowledge of Caesars, no other Reporting Person beneficially owns any Ordinary Shares.
(c) Other than the Acquisition and Transfer described in Item 3 of the Original 13D and the Sale described in Item 4 above, neither Caesars nor, to the knowledge of Caesars, any other Reporting Person, has effected any transactions with respect to the Ordinary Shares within the last 60 days.
(d) None.
(e) Not applicable.
| CUSIP No. L6673X107 | 13D | Page 4 of 5 pages |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is supplementally amended as follows:
In connection with the Secondary Offering, Caesars entered into the Underwriting Agreement. The foregoing description of the Underwriting Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement, the form of which is attached as an exhibit to this Amendment No. 1 and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
Item 7 is supplementally amended as follows:
| Exhibit Number | Description | |
| 2* | Underwriting Agreement, dated September 13, 2021, by and among NeoGames S.A., Caesars Entertainment, Inc., and J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. as representatives of the several underwriters listed in Schedule I thereto. |
| * | Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish supplemental copies of any omitted schedules (or similar attachments) to the Securities and Exchange Commission upon request. |
| CUSIP No. L6673X107 | 13D | Page 5 of 5 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 20, 2021
| CAESARS ENTERTAINMENT, INC. |
| /s/ Edmund L. Quatmann, Jr. |
| Name: Edmund L. Quatmann, Jr. |
| Title: Chief Legal Officer, Executive Vice President and Secretary |
