Scientific Games Corp filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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)

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)

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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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

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.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.