11/28/2023 Lottomatica SpA (GAMENT) EUR500m 144A/Reg S sr sec FRN due 12/15/30 (7y). NC1 (MWC B+50bp), then at 100. Equity claw: 1y 40% at 104. Ba3/BB- (stable/stable). Via DB (B&D) active books/Barc/BNP/UniCredit jt glocos/Banca Akros-BPM/JPM jt book, Apollo as co-manager. No reg rights. List Lux and the Italian Stock Exchange. NY law. SMR at 100 if the acquisition is not completed by 08/01/24. Floats/pays quarterly vs 3mE (0% floor). Settles 12/14 (T+10). Reg S ISIN: XS2729669239. Px talk: E+400bp (0% floor) at 99.00-99.50. Final terms: EUR500m E+400bp (0% floor) at 99.50. Priced: 3mE+400bp (0% floor) at 99.50.
Originally 2-part deal - dropped: EUR TBD add-on to its 7.125% fixed-rate notes due 06/01/28 (4.5y). NC1.5 (06/01/25) (MWC B+50bp), then at 103.5625, 101.7813, 100. Equity claw: 1.5y 40% at 107.125. Special call: 10% per year the first 1.5 years at 103. Semi-annual pay. Existing Reg S ISIN: XS2628390366. The notes were expected to be fungible with the EUR565m issue priced 05/17/2023 once the acquisition was completed and the temporary notes were exchanged into existing notes. Px talk: 102.00-102.50.
Roadshow Mon-Tues (investor call at 10am UKT Mon). Books closed at 4:15pm UKT today (originally closing at 3:30pm UKT today). UOP: along with EUR145m cash on hand, to fund the acquisition of SKS365 for EUR625m in cash (also upsizing its revolver by EUR50m to EUR400m). Closing o the acquisition is expected in H1 2024. Equity sponsor: Apollo (approx. 71.8% ownership). Biz: leading gaming operator in Italy across all verticals. HQ: Rome, Italy. (Acquisition announced 11/02/2023).