SEC Form SC 13D/A filed by International Game Technology (Amendment)
International Game Technology PLC
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(Name of Issuer)
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Ordinary shares, nominal value $0.10 per share
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(Title of Class of Securities)
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G4863A 108
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(CUSIP Number)
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Benjamin M. Roth
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
United States
Telephone: 1-212-403-1000
Facsimile: 1-212-403-2000
Email: [email protected]
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Maria Grazia Uglietti
De Agostini S.p.A.
15, Via Giovanni da Verrazano
28100 Novara
Italy
Telephone: +39-0321-424-321
Facsimile: +39-39-0321-424305
Email: [email protected]
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February 28, 2024
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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De Agostini S.p.A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Republic of Italy
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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85,422,324(1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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85,422,324
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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85,422,324(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.6 %(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) |
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 February 22, 2024, 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 February 22, 2024 there were 200,482,249 outstanding ordinary shares and 6,873,196 treasury shares, as of February 22, 2024 there are 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 February 22, 2024, is approximately 59.74% of the total voting power.
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Item 4.
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Purpose of Transaction.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Materials to be Filed as Exhibits.
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Voting and Support Agreement, dated February 28, 2024, by and among Merger Partner, the Issuer, Spinco and De Agostini (incorporated by reference to Exhibit 10.6 to the Current Report on Form 6-K
filed by the Issuer with the Commission on February 29, 2024).*
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Date: February 29, 2024
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De Agostini S.p.A.
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By:
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/s/ Lorenzo Pellicioli
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Name:
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Lorenzo Pellicioli
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Title:
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Chairman
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