UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2022
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 81-0422894 | |
| (State or other jurisdiction of incorporation) | (IRS Employer | |
| Identification No.) |
001-11693
(Commission File Number)
6601 Bermuda Road, Las Vegas, NV 89119
(Address of registrant’s principal executive office)
(702) 897-7150
(Registrant’s telephone number, including area code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $.001 par value | SGMS | The NASDAQ Stock Market |
| Preferred Stock Purchase Rights | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 4, 2022, Scientific Games Corporation, a Nevada corporation doing business as Light & Wonder (the “Company”), completed the previously announced sale of all of the issued and outstanding equity interests of the companies which together constitute the Company’s Lottery business (the “Transaction”), with the exception of one entity organized in Austria and its subsidiaries, to certain affiliates of BCP Acquisitions LLC, a Delaware limited liability company affiliated with Brookfield Business Partners L.P. (“Buyer”), pursuant to the Equity Purchase Agreement, dated as of October 27, 2021 (as amended, the “Purchase Agreement”), by and between the Company and Buyer, for approximately $6 billion, consisting of approximately $5.8 billion in cash subject to certain customary adjustments as set forth in the Purchase Agreement, and an earn-out payment of up to $225 million in cash based on the achievement of certain adjusted EBITDA targets in 2022 and 2023. The sale of the Austrian entity and its subsidiaries is subject to obtaining the required regulatory approval.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 28, 2021, and which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 4, 2021, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
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 hereunto duly authorized.
Date: April 4, 2022 | SCIENTIFIC GAMES CORPORATION | |||
| By: | /s/ James Sottile | |||
| Name: | James Sottile | |||
| Title: | Executive Vice President and Chief Legal Officer | |||