Amendment: SEC Form SCHEDULE 13D/A filed by International Game Technology
$IGT
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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International Game Technology PLC (Name of Issuer) |
Ordinary shares, nominal value $0.10 per share (Title of Class of Securities) |
G4863A108 (CUSIP Number) |
Benjamin M. Roth Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street New York, NY, 10019 1-212-403-1000 Maria Grazia Uglietti De Agostini S.p.A, 15, Via Giovanni da Verrazano Novara, L6, 28100 39-0321-424-321 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/01/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | G4863A108 |
| 1 |
Name of reporting person
DE AGOSTINI SPA | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
85,422,324.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
42.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Pursuant to a loyalty plan implemented by IGT PLC, from and after April 7, 2018, any shareholder who held (or may in the future hold) ordinary shares continuously for a three-year period became (or will become) entitled to participate in the loyalty plan and, upon election, became (or will become) entitled to direct the voting rights with respect to one special voting share of $0.000001 (each a "Special Voting Share") per ordinary share held for such period. Each Special Voting Share carries 0.9995 votes. De Agostini elected, effective as of May 25, 2018, to exercise its rights to participate in the loyalty plan with respect to all of its owned ordinary shares. As of June 27, 2025, De Agostini has the right to direct the voting with respect to 85,422,324 Special Voting Shares. De Agostini has been advised that, as of such date, no other shareholders have elected to participate in the loyalty plan resulting in the right to direct the voting with respect to Special Voting Shares. As of June 25, 2025, there were 203,095,725 outstanding ordinary shares, 6,873,196 treasury shares, and 85,422,324 Special Voting Shares with respect to which shareholders have the right to direct the voting. Therefore, De Agostini's effective voting interest, as of June 25, 2025, is approximately 59.21% of the total voting power.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, nominal value $0.10 per share | |
| (b) | Name of Issuer:
International Game Technology PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
10 FINSBURY SQUARE, THIRD FLOOR, LONDON,
UNITED KINGDOM
, EC2A 1AF. | |
Item 1 Comment:
This Amendment No. 9 (this "Amendment No. 9") to Schedule 13D amends and supplements the statement on Schedule 13D relating to the ordinary shares, nominal value $0.10 (the "ordinary shares"), of International Game Technology PLC (d/b/a Brightstar Lottery) ("IGT PLC" or the "Issuer") filed by De Agostini S.p.A. ("De Agostini") and DeA Partecipazioni S.p.A. ("DeA Partecipazioni" and, together with De Agostini, the "Reporting Entities") on April 15, 2015 (the "Initial Schedule 13D"), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 (as so amended, the "Prior Schedule 13D," and as amended by this Amendment No. 9, this "Schedule 13D"). Except as amended hereby, the Prior Schedule 13D remains in full force and effect and shall be read together with this Amendment No. 9. Capitalized terms used in this Amendment No. 9 but not otherwise defined herein have the meanings ascribed to them in the Prior Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item No. 4 of the Prior Schedule 13D is amended by adding the following after the last paragraph thereof:
On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements executed on July 26, 2024 by and among Everi Holdings Inc., a Delaware corporation ("Everi"), the Issuer, Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Spinco"), Voyager Parent, LLC, a Delaware limited liability company owned by funds managed by affiliates of Apollo Global Management, Inc. ("Buyer"), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer ("Buyer Sub," and together with Everi, the Issuer, Spinco, and Buyer, the "Merger Parties"), the Merger Parties completed certain transactions (collectively, the "Transaction"), as a result of which, among other matters, Everi and the Issuer's Gaming & Digital business were simultaneously acquired by Buyer, as described in further detail in the Issuer's Current Report on Form 6-K filed with the SEC on July 1, 2025. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item No. 6 of the Prior Schedule 13D is supplemented to incorporate by reference the information set forth above in Item No. 4. | ||
| SIGNATURE | |
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.
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