UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): October 25, 2004
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GTECH Holdings Corporation
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(Exact name of Registrant as Specified in its Charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-11250 05-0450121
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(Commission File Number) (IRS Employer Identification Number)
55 Technology Way, West Greenwich, Rhode Island 02817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-392-1000
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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 communication 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 204.14a-12)
Item 1.01. Entry into a Material Definitive Agreement.
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On October 25, 2004, GTECH Corporation, the wholly-owned subsidiary of
the Registrant, as borrower ("GTECH"), entered into a credit agreement (the "New
Credit Agreement") with (a) Bank of America, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer, and (b) lenders consisting of Bank of America,
N.A.; Calyon New York Branch; KeyBank National Association; The Bank of Nova
Scotia; Wachovia Bank, N.A.; Commerzbank AG, New York and Grand Cayman Branches;
Citizens Bank of Rhode Island; Fifth Third Bank; and SunTrust Bank (the
"Lenders").
A copy of the Credit Agreement is filed as an Exhibit to this Report.
Statements contained in this Item 1.01 respecting the New Credit Agreement are
qualified in their entirety by the applicable provisions of the New Credit
Agreement.
GTECH, as borrower, and Bank of America, N.A.; The Bank of Nova Scotia;
Calyon New York Branch (formerly Credit Lyonnais New York Branch), KeyBank
National Association (formerly Key Corporate Capital, Inc.); Citizens Banks of
Rhode Island; and Commerzbank AG, New York and Grand Cayman Branches, as
lenders, and certain other lenders that are not party to the New Credit
Agreement, were party to a credit agreement dated June 22, 2001 (the "Old Credit
Agreement").
In connection with the execution of the New Credit Agreement, on
October 25, 2004, obligations that were outstanding under the Old Credit
Agreement were retired or assumed under the New Credit Agreement (as described
in greater detail under Item 2.03 below) and the Old Credit Agreement was
terminated.
The New Credit Agreement contains the following terms and conditions
that are material to the Registrant:
(a) The New Credit Agreement provides for a five year $500
million revolving credit senior credit facility (the "Senior Credit
Facility") to GTECH.
(b) The repayment of borrowings, and other amounts due, under
the Senior Credit Facility is guaranteed by the Registrant, GTECH Latin
America Corporation, and all existing and future direct and indirect
material domestic subsidiaries of GTECH.
(c) The $500 million Senior Credit Facility, includes a $100
million sublimit for the issuance of standby and commercial letters of
credit denominated in U.S. dollars and in certain readily available
foreign currencies (each, a "Letter of Credit"), and a $40 million
sublimit for swing line loans in U.S. dollars only (each, a "Swing Line
Loan"). Letters of Credit are to be issued, and Swing Line Loans are to
be made available, by Bank of America, N.A. Each Lender is required to
purchase an irrevocable and unconditional participation in each Letter
of Credit issued by Bank of America, N.A.
(d) Swing Line Loans are available in U.S. dollars in an
aggregate amount of up to $40 million. Each Swing Line Loan must be
repaid in full not later than 10 business days after such loan is made,
failing which, such loan generally is deemed to be an advance under the
Senior Credit Facility.
(e) The Senior Credit Facility shall be used (i) for working
capital, capital expenditures, and other lawful corporate purposes; and
(ii) to replace and refinance outstanding indebtedness under the Old
Credit Agreement.
(f) Other than Swing Line Loans, amounts outstanding under the
Senior Credit Facility accrue interest at a rate equal to (at GTECH's
option): (i) the London Interbank Offered Rate from time-to-time
("LIBOR") plus a margin (ranging from 0.245% to 0.625%) (the
"Applicable Margin") based upon the long-term unsecured senior,
non-credit enhanced, debt rating of the Registrant from time-to-time by
Standard & Poor's Ratings Group and Moody's Investors Service, Inc.
(the "Debt Rating"), or (ii) the higher of Bank of America's prime
rate, or the federal funds rate (the "Federal Funds Rate"), from
time-to-time, plus 0.50%. Swing Line Loans shall bear interest at the
Federal Funds Rate plus the Applicable Margin.
(g) GTECH is required to pay a Utilization Fee and Facility
Fee, determined on the basis of GTECH's Debt Rating, as well as certain
other fees in connection with the arrangement of the New Credit
Agreement.
(h) The Senior Credit Facility shall terminate, and all
amounts outstanding thereunder shall be due and payable in full on,
October 25, 2009.
(i) GTECH may prepay the Senior Credit Facility in whole or in
part at any time without penalty, subject to the reimbursement of
certain Lender breakage and redeployment costs in the case of LIBOR
borrowings.
(j) The obligations of the Lenders to make loans to GTECH, and
to issue Letters of Credit in favor of GTECH, are subject to the
satisfaction of the applicable conditions specified in the Credit
Agreement, and, as described in Item 2.03 below, the due date for the
repayment of obligations under the New Credit Agreement may be
accelerated upon the occurrence of an Event of Default.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
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As described above in Item 1.01 of this Report, on October 25, 2004,
GTECH entered into the New Credit Agreement, a copy of which is filed as an
Exhibit to this Report. Statements contained in this Item 2.03 respecting the
New Credit Agreement are qualified in their entirety by the text of the
applicable provisions of the New Credit Agreement.
On October 25, 2004, GTECH borrowed $22.0 million under the New Credit
Agreement, $19.0 million of which was used to replenish funds used to discharge
amounts outstanding under the Old Credit Agreement as of such date. In addition,
on October 25, 2004, letters of credit totaling $29.2 million that had been
issued under the Old Credit Agreement were assumed under the New Credit
Agreement.
Amounts borrowed under the New Credit Agreement are due and payable,
together with all unpaid interest, fees and other obligations, on October 25,
2009, or earlier upon exercise by the Lenders of their right to accelerate the
due date of obligations upon the occurrence of an Event of Default. Section 10.1
of the New Credit agreement sets forth the events that constitute an "Event of
Default".
Please refer to Item 1.01 of this Report for a brief description of
other terms and conditions of the New Credit Agreement that are material to the
Registrant.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, GTECH Holdings Corporation has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GTECH HOLDINGS CORPORATION
By: /s/ Michael K. Prescott
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Michael K. Prescott
Vice President and Deputy General Counsel
Dated: October 29, 2004
Exhibit Index
Exhibit Number Description
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Exhibit 99(a) Credit Agreement, dated as of October 25, 2004, among
GTECH Corporation, the Bank of America, N.A., Calyon
New York Branch and the other lenders party thereto.