RENO, Nevada – (PRESS RELEASE) -- International Game
Technology (NYSE: IGT) today announced the closing of its private placement
of $900,000,000 2.60% Convertible Debentures due 2036 (the "Convertible
Debentures"), which includes the exercise of the initial purchasers' over-
allotment option to purchase $75,000,000 Convertible Debentures.
Banc of America Securities LLC acted as global coordinator for the
offering and Bear, Stearns & Co. Inc., Deutsche Bank Securities, Goldman,
Sachs & Co., Merrill Lynch & Co., UBS Investment Bank and Wachovia
Securities served as joint book-running managers for the offering.
IGT also announced today that it had notified the trustee to send out
redemption notices for IGT's previously announced call for redemption of
its outstanding zero-coupon convertible debentures due January 29, 2033
issued in January and February of 2003 and in IGT's subsequent exchange
offer in April 2006 (the "Existing Debentures"). Since December 13, 2006,
Existing Debentures with an accreted value of approximately $112.7 million
have been surrendered to IGT for conversion and will be converted into
approximately 1.3 million shares of its common stock and approximately
$112.7 million in cash.
The redemption date for the remaining outstanding Existing Debentures
with an accreted value of approximately $499.7 million will be January 10,
2007. The redemption will be funded from the proceeds of the sale of the
new Convertible Debentures. Assuming all of the Existing Debentures are
tendered for redemption the aggregate total redemption price will be
approximately $499.7 million in cash. In connection with the redemption,
holders of remaining outstanding Existing Debentures may elect, instead of
tendering their debentures for redemption, to convert their debentures and
receive aggregate consideration comprised of shares of common stock of IGT
and cash, under the terms of the applicable indentures. If all of the
holders of the remaining Existing Debentures elect to convert their
Existing Debentures, under the formula specified in the indentures and
assuming a stock price of $45.68 per share (the closing price of the common
stock on December 19, 2006) of IGT's common stock, IGT would be required to
issue approximately 5.7 million shares of its common stock and pay the
holders approximately $499.1 million in cash, upon conversion.
The redemption notice required by each indenture has been sent to the
trustee. The redemption of the Existing Debentures and the payment of the
redemption price will be in accordance with the terms specified in the
applicable redemption notice and the redemption procedures of the trustee.
In connection with the offering of the Convertible Debentures and the
redemption of the Existing Debentures, the Company has completed its
previously announced repurchase of $225.4 million of its shares of common
stock.
This notice does not constitute an offer to sell or a solicitation of
an offer to buy securities. Any offers of the securities will be made only
by means of a private offering memorandum. The debentures and IGT common
stock issuable upon the conversion of the debentures have not been
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.